Yesterday, Staples launched the offer for the acquisition of Corporate Express with an offer of EUR 8.00 per ordinary share. Shareholders can submit their shares until June 27th. Staples also made an offer for Corporate Express’ preference shares and subordinated convertible bonds due 2010. The most important condition for making the offer unconditional is acceptance of at least 75% of ordinary shares.
This acquisition process is at a peculiar stage, with both parties not negotiating with each other and accusing the other party of unwillingness to do so. For shareholders this is a very unfortunate situation, with a real possibility of a failed offer, and therefore a missed opportunity to create significant shareholder value for shareholders of both companies. However, based on the current offer we can try to evaluate the current situation from the perspective of both companies and their shareholders
Corporate Express shareholders have a choice to accept the offer or to allow management to continue with the execution of the strategic plan 2008-2010. With the presentation of the results for the first quarter of 2008, we were given some insight in the ambitions that Corporate Express has set for itself.
For the full year 2008, Corporate Express gave guidance for revenue between EUR 5.7-5.8 billion and an EBITDA margin of 5.6%-6.0%. This means an EBITDA amount of between EUR 319-348 million. Depreciation and amortization are expected to be EUR 100 million, and interest expenses EUR 85 million. If we add fair value changes to this, net result before taxes would be around EUR 122-151 million. With a 20% tax rate, net result would be between EUR 98-121 million or EUR 0.54-0.66 per share. It also means that Corporate Express will have to earn an average net result of EUR 30 million per quarter for the remainder of the year. If we compare this with the net result of EUR 8.5 million for this quarter, this seems quite a task.
The strategic plan calls for a 6% average annual organic growth rate for the period 2008-2010 and an EBITDA margin of at least 7% by 2010. Based on the current progress and the stated ambitions, Corporate Express believes revenue of EUR 6.8 billion is achievable for 2011 with an EBITDA of EUR 475 million. With depreciation and amortization increasing in line with sales, and finance costs assumed to stay constant, this would imply a result before taxes of around EUR 275 million. With an effective tax rate of 25%, this should lead to a net result of EUR 206 million, or EUR 1.13 per share for the year 2011. If market conditions are favorable for stocks by the time such results are announced in 2012, this could well mean a value of around EUR 16.00 per share. Declining the offer and allowing the company to achieve its plans, would potentially create value twice the value of the offer of EUR 8.00 made by Staples, after a period of 4 years. This would imply an annualized return of almost 19%, which is by all means attractive.
Success of the strategy is however not at all guaranteed, and there is plenty of risk in the execution of the strategy. Ron Sargent, the CEO of Staples, makes the risk of failure of the strategy one of the key reasons why Corporate Express shareholders should accept his offer, when he states in the offer memorandum: “I firmly believe that our offer of EUR 8.00 per share delivers superior value to Corporate Express shareholders, and does so without the risks found in Corporate Express’ long-term business plan. Rather than the uncertainty of potential value for your investment, our offer provides shareholders with the certainty of realizing immediate and premium value for your investment.”
There are indeed risks that may prevent Corporate Express from reaching its targets. If the company only reaches 80% of its ambitions by 2011, which would still be a reasonable accomplishment, net income per share would be somewhere around EUR 0.90, and with a likely lower P/E ratio, the stock price could be around EUR 11.00. Compared to the offer of EUR 8.00, this would only give an annualized return of 8%, and makes the offer from Staples much more attractive.
It is possible that investors will perceive the risks associated with the stand alone strategy of Corporate Express quite high. This may cause the share price to drop significantly following a potential breakdown of the acquisition.
From the perspective of Staples the picture looks completely different. The company sees a target that can add significant value. Besides the strategic fit, they undoubtedly see potential for cost savings and further synergies. If the added value from the acquisition is estimated to be a modest EUR 100 million a year, and the estimated low end net result for Corporate Express in 2008 is EUR 122 million, Staples would add 222 million to its annual results. In US-dollars this is about $350 million. Since the purchase of Corporate Express ordinary shares would be financed with debt, there could be an additional interest cost of around $140 million, or around $100 million after tax. This would mean an additional net annual result from the acquisition of $250 million, which is almost 25% of Staples’ net result for 2007.
With a P/E ratio currently at 17, it is very likely the market has already priced some of the advantages of the acquisition into the share price. Because of the acquisition of Corporate Express, there will be a significant level of debt on the balance sheet of Staples, and this may also have some effect on the P/E ratio. However, one could argue that the post acquisition share price of Staples could be about $5.00 per share higher than the share price would be without the acquisition, based on reasonable and achievable synergy targets that do not seem to be too stretched.
At this moment we find ourselves in a situation where the companies do not engage in serious talks and the offer is considered hostile by Corporate Express. They state that the offer does not do justice to the real value of the company, and undoubtedly they believe a higher share of the synergy effects should be priced into the offer. Staples believes they are paying a considerable premium over the share price of Corporate Express prior to the date the offer was made, and they will surely feel it is them who are creating the synergy effects and should receive full value for them. A recurring net synergy effect of EUR 100 million could have a market value for Staples of up to EUR 1.5 billion, which would be around EUR 8.00 per Corporate Express share. Assuming this is a reasonable estimate, Staples is offering EUR 2.50 of this value to Corporate Express considering an offer of EUR 8.00 per share and a share price of EUR 5.50 before the offer was made.
Both companies are now in a situation where they need to make this offer succeed. For the management of Corporate Express, the pressure would be tremendous for the coming years to make good on the promises of the strategic plan, while Staples shareholders are already starting to anticipate the benefits of the acquisition. If the deal collapses, because Corporate Express shareholders refuse the current offer, both parties lose. It is also understandable that Staples does not want to change its course of action, without a willing negotiation partner.
A negotiated and agreed final offer would probably identify many tangible synergy effects and would allow an integration plan to be implemented swiftly. I have no doubt that such a negotiated final offer could be higher than the current offer. Unfortunately this requires two parties who are willing to engage. The signals we are getting from both parties are not encouraging, and put a lot more uncertainty on the final outcome of this acquisition attempt. In today’s earnings conference call, Ron Sargent expressed his frustration with the unwillingness of Corporate Express to negotiate and allow due diligence. He also stated that if Corporate Express shareholders reject the current offer, Staples would move on. I am willing to believe that this is almost true, since there is still the opportunity to raise the offer one more time with the extension of the acceptance period.
dinsdag 20 mei 2008
Comments on launch of public offer by Staples
maandag 19 mei 2008
Staples Launches Public Offer of EUR 8.00 per Share
Staples just released the news that the offer for the ordinary shares of CE will be launched on Tuesday May 20th en will end, subject to extension, on Friday June 27th. The Dutch AFM already approved the offer memorandum, and Staples is moving ahead. The offer also includes the preference shares and convertible bonds. There is a special section on the Staples website with all relevant information.
Update: For the record, the initial, and predictable reaction from CE (end of post)
EU inquiry deadline June 17
I can't say it better than the news release:
BRUSSELS (Thomson Financial) - The European Commission said the deadline for its inquiry into office product supplier Staples Inc.'s $2.47 billion or 8.00 euros per share hostile takeover bid for Netherlands-based rival Corporate Express NV. is set for June 17.
Corporate Express rejected this raised offer last week.
The transaction will be reviewed under the EU's 'simplified' merger review procedure for cases which the commission believes does not pose competition concerns.
nina.chestney@thomsonreuters.com nc/sal (end of post)
zaterdag 17 mei 2008
Centaurus reports 5.16% holding in CE
I just saw the notification by Centaurus Alpha Master Fund Limited to the AFM of a 5.16% interest in CE, through a holding of 12.2 million shares. I am a little confused by this, since there is also a notification from Centaurus Capital Limited dated June 7th, 2007 with a holding of 5.02% voting rights, which equals 11.8 million shares. I am not completely sure if this is an additional interest or just a change in position. The voting rights increase would not have required a notification, since the position stays just above the 5% reporting threshold, but maybe the change in capital interest did require a notification. I'll try to find out more, but if anyone knows, please share it with all of us.
Update: Reuters reports that CE has stated that the notification is a technical adjustment. (end of post)
woensdag 14 mei 2008
Analyst upgrades Staples
On several websites like MSN Money, Forbes and Reuters we can read that Staples has been upgraded to "buy" from "hold" by Jefferies & Co. analyst Daniel Binder, with a price target of $28. It seems the recommendation is mainly based on the possible acquisition of CE, which could add $0.60 to earnings per share. Mr. Binder joins us in speculation about the final price and he believes the price may have to be raised to EUR 8.50. Let's do some math:
Currently Staples has about 701.7 million shares outstanding, so an increase of $0.60 would be an increased net result of $421 million, or EUR 270 million. Since CE had a net income of EUR 178 million in 2007, which included a gain of EUR 106 million from discontinued operations, Mr. Binder sees a synergy effect of almost EUR 200 million. This translates in a synergy effect of EUR 1.09 per CE share! Including the results from continuing operations, Staples would be buying an additional net result of EUR 1.48 per CE share. Of course they would argue that they are creating a big chunk of this value. If my interpretation of Mr. Binders' assumptions are correct, buying CE for a price of EUR 8.50 would be an extraordinary bargain for Staples, certainly given the P/E ratio of almost 17 that Staples is currently trading at.
I have done the math quite quickly, so please correct me if I am wrong. Otherwise I assume that either Mr. Binder is very optimistic about the synergy effects of this deal, or otherwise Staples is trying to keep a lot of value for themselves.
dinsdag 13 mei 2008
CE declines Staples’ announced offer price
In this press release, you can read the formal refusal from the management and supervisory board of CE of the revised offer from Staples. Mr. Ventress is writing directly to Ron Sargent to express his dissatisfaction with the offer. The refusal leaves the door for negotiations wide open, and is not at all anymore about preferring a stand alone strategy, although reference is made to the strategic plan, but only to serve as a value enhancer.
I think Mr. Ventress is exaggerating a little bit with respect to his perceived value, but in his position he should. He wants a better reflection of ongoing operating value, recognition of the strategic plan, and he wants a bigger slice of the synergies. Mr. Ventress says that these synergies will be significant, and feels he gets none of them in the current offer. The question is what each party is using as a baseline and what the level of the synergies is they will be arguing about
At the moment the offer was made, CE was trading at around EUR 5.50 per share, which I am sure Mr. Ventress felt was too low. Also based on his interpretation of the Q1 results he may feel a higher stand alone value, closer to the current offer price, should be used as a baseline. Staples believes the base line value for CE should be somewhere between EUR 4.32 and EUR 5.43.
With respect to synergies, I would not be surprised if Staples sees synergy effects that could easily be valued at EUR 5.00 per share. An annual saving of about EUR 100 million after taxes would already create such a value, and this does not sound like a stretched target.
So my guess is that the negotiations will be about a synergy effect of about EUR 5.00 per share and the base line value for CE. If Mr. Ventress can make a convincing case for the justification of a higher stand alone value, and can identify the significant synergies that he himself also sees, he may be able to convince Staples to a better deal, which in that case could be friendly and swift. This must have some value for Staples.
Staples already had contact with shareholders CE
Here is an interesting piece of news in Dutch from Betten Financial News. Basically the article mentions comments made by Mr. Paul Capelli, spokesperson of Staples, who states that Staples has been in contact with shareholders in order to get their opinion about the initial offer. These conversations have resulted in the current offer. The rest of the article talks about comments from both CE and Staples that it is the other party that did not want to talk until now. I am pretty sure that talks will now take place soon. If the above is true, I think that Mr. Ventress has to work quite hard to get an additional EUR 0.50, and even harder to get more. (end of post)
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