Private equity firms have launched takeover offers for The Warehouse Group and retirement village company Arvida. Will the stock exchange fight back? Video | Corey Fleming
An attempt to take The Warehouse Group private has faltered at the first hurdle, with the deal launched by founder Sir Stephen Tindall and a private equity firm unable to gain support from another significant shareholder.
“The current scheme of arrangement doesn’t have the critical shareholder backing it needs to proceed,” Warehouse chairwoman Joan Withers announced to the market on Friday afternoon.
“With that in mind, the board has decided to defer further talks until such time as the proposal receives wider shareholder support.”
In response to the news, shares in The Warehouse dropped by 13c or 9.2% to $1.28 late in the trading day.
The $1.50 to $1.70 a share offer from Tindall and Adamantem Capital valued the retailer between $520 million and $590m - a premium to its near $490m market capitalisation on Friday.
The offer needed to meet a 75% shareholder support threshold to progress.
Tindall owned about 50% directly and indirectly, while another near 20% was owned by the Norman family, which owned retailers Farmers and James Pascoe.
“A key shareholder has informed the board that they do not support the current terms, and therefore the requirement for 75% approval from shareholders in each interest class is not possible,” The Warehouse Group’s market statement read.
Tindall also declined a Herald request for an interview to discuss the bid last week.
The Warehouse Group chairwoman Joan Withers said the board was committed to working in the best interests of shareholders, in a market update on Friday.
Withers’ comments on The Warehouse Group did not throw the offer out entirely.
“While the board has not yet formed a view on value, we’re open to continue discussions if a further proposal generates shareholder support sufficient to make its execution viable,” she said.
“We acknowledge the interest from Adamantem Capital and the backing from Sir Stephen Tindall, however, without broader shareholder support, it is not prudent for us to pursue this proposal further.
“We’re committed to acting in the best interest of all our shareholders.”
Harbour Asset Management managing director Andrew Bascand and director Hamish Pepper said the collapse of Tindall and Adamantem’s bid was typical of incomplete proposals.
“While the proposed swivel to compete with supermarkets might be a business strategy best conducted away from the spotlight provided by public markets it is also a bold strategy, and perhaps a step too far for private equity investors,” they wrote in a note to clients today.
Reflecting on the retailer’s underperformance, they said The Warehouse “has seen so many earnings downgrades that it’s been hard for analysts to keep up”.
“In part, that reflects the very real collapse in the New Zealand consumer in the last 12 months, and also perhaps both competition and a change in buying habits.”
Bascand and Pepper suggested private equity offers for The Warehouse Group and retirement village operator Arvida last month were a sign of more takeover bids to come.
“We can’t help but think that this cycle may see private equity investors accelerate acquisitions and consider selling down holdings perhaps back to the listed equity market.
He suggested private equity firms could circle property entities next, following United States firm Stonepeak’s $1.24 billion bid for Arvida.
Madison Reidy is host and executive producer of the NZ Herald’s investment show Markets with Madison. She joined the Herald in 2022 after working in investment, and has covered business and economics for television and radio broadcasters.
