Battle for GKN heats up as Melrose, Dana sweeten deals
LONDON: The battle for British engineering company GKN Plc intensified yesterday, with both Melrose Industries Plc and Dana Plc sweetening their proposals ahead of a March 29 takeover deadline.
Melrose offered to inject about £1 billion ($1.4 billion) into GKN’s pension scheme in its latest attempt to convince shareholders to back its £7.8 billion ($10.9 billion) hostile bid and win over political opponents of the deal.
It also lowered the acceptance condition for its offer to 50% plus one share from 90%, increasing its chances of winning the company after public division among the investor base.
GKN is trying to fight off the Melrose bid with an alternative $6.1 billion deal to merge its automotive business with US company Dana, leaving GKN focused on its aerospace division.
Dana said yesterday that it would seek a secondary listing in London, a move which should enable more UK shareholders to back the rival plan as some funds are subject to rules which prevent them from holding US stock.
The US company also promised GKN investors a slice of its dividend as it said it would pay its current quarterly dividend of $0.10 per share to the enlarged shareholder base.
The plan f or a secondary listing came after Dana executives had met GKN shareholders.
“The clear message from shareholders is that they want to be able to hold stock in a combined Dana Plc,” Dana said in its statement.
The formal proposal from Melrose to GKN’s pension scheme trustees to inject £1 billion into the funds over the Melrose ownership period represented a huge increase on its previous plan to add £150 million.
Some British politicians have objected to Melrose’s bid, citing worries that GKN’s pension scheme would be weaker under new ownership, and risks to national security as GKN is a supplier of parts to the Eurofighter Typhoon.
The fate of deficit-ridden pension schemes after company takeovers is a concern in Britain following the collapse of department store chain BHS in 2016. Melrose said that its new proposal should alleviate those concerns.
“The proposal ... is a clear example of what Melrose does which is good for pensioners and shareholders alike and shows we are a good custodian for all stakeholders,” the company said in its statement.
Melrose said the pension offer exceeded GKN’s deficit reduction package of £528 million which it had agreed with the trustees alongside the Dana deal.
The length of Melrose’s ownership period is unclear, however. As a turnaround specialist, its business model is typically to break up companies once it has improved their performance.
GKN shareholders are left to choose between the two options: Melrose’s offer of 81 pence in cash for each GKN share plus 1.69 new Melrose shares, a deal that will hand them a 60% stake in the London-listed turnaround specialist.
Or they can back GKN’s plan, which would see them take a 47.25% stake in New York-listed Dana, and accept a promised return of £2.5 billion from the planned sale its powder metallurgy business and the Dana deal.
Melrose’s hostile bid has so far split GKN shareholders. Aviva Investors have lent support to the Melrose deal, while Jupiter Asset Management’s Steve Davies has said he plans to reject it.
Airbus SE, GKN’s biggest customer, has also been vocal. It said on Thursday that it could not guarantee new work to an owner with a short-term perspective.
Some commentators see Melrose as operating with a short-term model.