Using the nuclear option

FiRSt contact between melrose and the Department for Business on the £8bn hostile bid for gKN took place on January 13 this year.

So it is extraordinary that it was not until day 54 of the takeover timetable that shareholders in both companies were given sight of an exchange of letters between Business Secretary greg Clark and melrose chief executive Simon Peckham. it is by any standards an extraordinary – if not compelling – intervention so late in the day.

Stripped down, Peckham’s pledges are not stretching.

Promises to keep the UK listing, maintain a British headquarters, make sure directors are resident in the UK and the gKN name is preserved are window dressing.

melrose’s past practice of closing down the hQ and concentrating power at its mayfair headquarters is not exactly a vote of confidence in Redditch, the midlands supply chain and all the other stakeholders dependent upon it.

Undertakings to keep aerospace under melrose ownership for five years could give comfort to major customers such as Airbus, Rolls-Royce and the like.

But the financial engineer has also awarded itself grounds for changing its mind. it doesn’t exclude floating aerospace on the stock market, which would leave it open to an overseas bid, or offloading it on to a strategic partner.

most significantly, the melrose commitment of five-years ownership is a speck in time in the R&D life cycle of aerospace.

there is also an argument over melrose’s R&D commitment. it says it will spend 2.2pc per annum. gKN say it will spend 4pc and Dana, gKN’s American automotive partner, is on 3pc.

if Clark were true to his industrial strategy he would have made it clear that Peckham’s pledge is not robust enough.

the government intervention is too late for those who have already accepted the melrose offer to change their minds. Long funds, which allowed hedge funds and arbitrageurs to top-slice their holdings and move into the driving seat, will find themselves on the wrong side of history.

it is inconceivable that the takeover Panel and authorities can allow conditions to continue where fly-by-night investors decide the fate of strategic assets. Nor should big battalion investors be comfortable with the idea of the melrose executives being in line for a potential payout of £285m, which drives a coach and horses through governance rules.

gKN has been sloppily managed and it took a hostile bid and a credible chief executive with engineering credentials in the ageless Anne Stevens for the group to sort itself out.

in the Commons, and in his letter to Peckham, Clark left the government the option of invoking national security. What could be more material than gKN’s work with the Pentagon, the relationship with Airbus, Rolls-Royce and, to a lesser degree, BAE?

As the decision hour approaches, Clark should liaise with colleagues at the ministry of Defence, exercise his semi-judicial role and block the transaction.

Green shoots

mUCh relief at Arcadia headquarters at the decision of the insolvency Service to give Sir Philip green and his fellow directors a clean bill of health over the sale of BhS to Dominic Chappell and his Retail Acquisitions vehicle.

having examined van-loads of documents, the insolvency Service makes it clear it is not pursuing any lines of inquiry which could lead to green being banned as a director.

this will be hugely important to him at a time when Arcadia, which owns topshop, Burton, miss Selfridge and other brands, faces significant challenges.

A combination of digital shopping, business rates and weaker consumer spending is weeding out weaker high Street brands and has led to plummeting sales. the ‘king of the high Street’ insists he is not for selling Arcadia, but he has much hard work ahead.

the other Philip green, former Carillion chairman, may need to look to his laurels.

Indian treat

BUYiNg the minority Novartis stake in the consumer healthcare joint venture for £9.2bn ends huge uncertainly over Emma Walmsley’s stewardship of glaxosmithkline.

Driving an enterprise already under gSK control is far less disruptive than opting to buy Pfizer’s healthcare arm, with all the integration angst that would involve. Pity that horlicks, india’s favourite night time beverage, may be sacrificed.

But with gSK’s share price languishing harsh choices are necessary.