How Melrose’s last-ditch calls clinched their hostile £8bn bid for GKN

Predator in plot to axe jobs at GKN MPs attack Melrose over GKN

AT AROUND 10am the word came through: Melrose staff were hitting the phones.

The asset-stripping firm, based in Mayfair, was not confident that it had rustled up enough support to clinch the takeover they so desperately wanted.

Smaller shareholders, largely investment houses that held cash in British engineer GKN through tracker funds, are understood to have been top of the list. Melrose needed to persuade these wealthy fund bosses to back their bid – they needed just over 50pc of all registered shares – and had until 1pm to get their votes in.

Despite receiving backing from hedge funds that had snapped up around 25pc of stock in order to make a quick profit, Melrose still wasn’t there.

‘It is all a bit frantic,’ one source told the Mail at the time.

Among those targeted was, it is understood, Legal & General. The insurer had a 2.6pc stake in GKN and a long track record of sticking up for corporate governance. Most of the money it holds is cash invested for ordinary savers who keep money in pension funds.

The dealmakers at Melrose had already convinced another insurance giant, Aviva, to vote their way. Fund boss David Cumming, who in his previous role at Standard Life was a passionate campaigner against corporate greed, was convinced to back the asset strippers.

Whatever Melrose said to Legal & General on this occasion seemed to swing it.

At 4pm yesterday it was announced that GKN had lost its fight to stay independent. Melrose had won 52.43pc of the vote. A whisker.

The hedge funds that supported Melrose are already counting their profits, with ruthless Elliott Advisors looking as if it had made around £25m just on yesterday’s share price rise.

But last night, work was also beginning to convince business ministers that the deal should now be blocked on national security grounds.

Ironically, this bitter battle started with one phone call.

On Friday January 5, Simon Peckham, Melrose’s chief executive, dialled the engineer’s broker, JP Morgan, and said he wanted a meeting between his colleague Christopher Miller and GKN’s Michael Turner – chairman to chairman – on the Monday morning.

‘ It is quite clear what that means,’ Peckham, 55, later told a parliamentary inquiry. ‘He would have known that we were coming.’

It set the clock ticking on a bitter fight for the heart and soul of one of the UK’s leading engineers which has a 259- year history stretching back past the Napoleonic Wars.

But its manufacturing prowess and booming sales were not always matched by success on the stock market, with investors confused about how to value such a wideranging company, and frustrated at bosses putting sales ahead of profit. Melrose was watching.

From the start, GKN slammed the Melrose bid as opportunistic and cheap, rejecting it wholeheartedly.

Undeterred, Melrose went hostile. Internally it dubbed the takeover ‘Project Golf’ – a reference to cars made by Volkswagen, one of GKN’s biggest customers.

Anne Stevens, a relatively lowprofile, 69-year-old American who had spent most of her career in the t UK car industry, was made chief c executive.

She and new finance chief Jos Sclater, 44, set about battling Melrose’s Peckham, Miller, 66, and David Roper, 67, in the biggest hostile takeover since Kraft took on Cadbury in 2010.

At the beginning, many in the City C saw it as a slam- dunk for the th sharp- suited Melrose trio. The T millions they have made for themselves th and shareholders with their slick ‘buy, improve, sell’ tagline has earned them a huge fan club and seemed an attractive answer to GKN’s relative funk.

But as the days rolled on, the hurdles seemed to get higher, and the face-off soon snowballed into a full-scale political row.

Haunted by the failed promises of Cadbury, the collapse of Carillion and with Brexit looming, GKN became a lightning rod for questions about Britain’s industrial future.

With questions last night being asked about issues of national security, GKN is set to remain in the spotlight for a while yet.