KEY POINTS:
One thing is unchanged by yesterday's Commerce Commission decision - Stephen Tindall will ultimately decide the fate of The Warehouse.
He has a controlling interest of about 51 per cent of the retailer, so no one can do anything without his say-so.
Befitting a man in that position,
he remained in Valencia supporting Team New Zealand's America's Cup challenge as the decision was given yesterday.
But a decision from The Warehouse founder may not be too far away.
At the company's annual meeting in November, he said: "I will consider it some time over the next six months. I don't want to rush it."
So maybe Tindall has already made his mind up and we'll hear from him soon.
Back in New Zealand, hordes of lawyers, analysts, investment bankers and shareholders are pondering the ramifications of the commission's decision to deny Woolworths and Foodstuffs clearance to buy The Warehouse.
There are endless permutations of what could happen next, but Tindall essentially has three options.
First, he could deal with Pacific Equity Partners. He could either rejoin the Australian private equity firm and work with it to take over The Warehouse or he could sell outright to the consortium.
Pacific Equity Partners is unlikely to offer much more than the $5.75 a share it and Tindall offered in October. Indications are that it will go to about $6 or a little bit more.
But Woolworths has made this a difficult option to pursue.
The Australian retailer's $7.15 a share offer, made to the board in April - and its appearance in newspapers this week - was a clever move.
It makes it harder for Tindall and the Warehouse board to accept any offer from Pacific Equity Partners and try to persuade other shareholders to also accept.
With a potential offer of at least $7.15 a few months down the track if a Woolworths appeal succeeds, why would shareholders want to accept an offer about 20 per cent lower?
Still Pacific Equity Partners may not need all the shareholders.
Traditionally, private equity firms have shunned takeovers that could leave them stuck with minority shareholders and a stock market listing.
But with buyouts becoming increasingly difficult to effect, private equity firms have shown they're prepared to be stuck with minorities. Witness Qantas and CanWest MediaWorks.
Tindall's second option would be to sit back and wait for Woolworths to appeal against the decision.
This would give him a better price if Woolworths succeeds, but he has indicated money alone won't swing a deal for him.
"Some people make their decision purely on financial reasons. I am trying to balance that with doing the right thing by the people in the company and customers," he said last year.
The third option is for him to do nothing, to give up on his plans to privatise the company and give up on any thoughts he had of selling it. The way things have gone already makes this the least likely option.
But before the picture can become any clearer, two things have to happen.
First, we need to know what Tindall has decided.
Second, the Commerce Commission needs to publish the reasons for its decision, so Woolworths can decide whether to appeal.
The general rule of thumb is the longer it takes to make the decision, the longer it takes to publish the reason.
It took two months for Fletcher Building to be told why it wasn't allowed to buy Stevenson & Sons cement in 2005, and even then, parts of the decision were blanked out.
In the meantime, The Warehouse and its staff suffer from all the uncertainty about its future. Ultimately, Tindall might decide a quick resolution is in the best interests of the business he founded. It's little wonder Pacific Equity Partners is reheating its privatisation plan.
* Christopher Niesche is editor of the Business Herald
