Dawson Share Discussion Threads

[edmundshaw] 07/6/2011 08:22

The key to a bidding war is the extract below. The 5% and 10% barriers do not look at all robust to me, and I cannot see them putting off a serious counter-bidder. I shall hold and wait...

£20m is nothing special as a bid, perhaps (including the liquidator payoff), but better than a kick in the danglies, and a quick realisation of present value, without taking into account growth (or synergies). I have no idea if a counter offer is likely, though.

------------------------------------

Smiths News has received irrevocable undertakings to accept (or to procure the acceptance of) the Ordinary Offer in respect of 16,050,969 Dawson Ordinary Shares, representing approximately 22.4 per cent. of the existing issued ordinary share capital of Dawson, further detail of which is set out below.

The Dawson Directors have given irrevocable undertakings to accept (or to procure the acceptance of) the Ordinary Offer in respect in respect of 516,476 Dawson Ordinary Shares, representing approximately 0.7 per cent. of the existing issued ordinary share capital of Dawson. These undertakings remain binding even in the event of a higher offer by a third party in respect of Dawson.

The PPF has given irrevocable undertakings to accept the Offers in respect in respect of 6,519,493 Dawson Ordinary Shares and 25,623,586 Dawson B Ordinary Shares, representing approximately 9.1 per cent. of the existing issued ordinary share capital of Dawson and 100 per cent. of the existing issued B ordinary share capital of Dawson respectively. These undertakings remain binding other than where a higher offer is made by a third party in respect of Dawson where such offer is in excess of 5 per cent. of the price of the Ordinary Offer made by Smiths News.

Certain institutional shareholders of Dawson set out in Appendix II of this announcement have given irrevocable undertakings to accept (or to procure the acceptance of) the Ordinary Offer in respect in respect of 9,015,000 Dawson Ordinary Shares, representing approximately 12.6 per cent. of the existing issued ordinary share capital of Dawson. These undertakings remain binding other than where a higher offer is made by a third party in respect of Dawson where such offer is in excess of 10 per cent. of the price of the Ordinary Offer made by Smiths News.

[cockneyrebel] 07/6/2011 08:21

I wouldn't sell in the mkt @ 16.5p. Later today Smith will probabably instruct the mm's to get all they can at say 17.25p imo - they save on the acquisition price at that price still and that looks the normal sort of percentage you'd see in the mkt. Other than that, wait 6 weeks and get the cash direct for your share.

CR

[jailbird] 07/6/2011 08:07

i see, i think they have made enough from trading them!!

[sportbilly1976] 07/6/2011 08:05

jailbird,

because the MM';s want to make something out of this themselves..

[sportbilly1976] 07/6/2011 08:05

MM's taking the pee with 16.5p being offered at the moment...

[jailbird] 07/6/2011 08:03

why is the bid not at 17p

[lord gnome] 07/6/2011 07:59

I agree entirely with that press comment CR. More to come from NWS, however, and I am sure that they have a pipeline of acquisitions set up. This is a very good start, however. More like this please!

[protean] 07/6/2011 07:59

Okay, thanks for that CR. Been watching STY and HVE and greengiant accumulating quite a stake in the latter.

[sportbilly1976] 07/6/2011 07:58

not sure many will be taking 16p..

heck, at 17p you could still buy and make a profit!!

[cockneyrebel] 07/6/2011 07:58

Protean - I'll be adding to a vfew of my small cap position - many look like targets for another bid if they stay this cheap imo.

Schroders screwed the price here - they have done the same on FCCN imo.

Then there's STY and HVE - both look miles undervalued imo.

And a few others.

CR

[cockneyrebel] 07/6/2011 07:55

Lord Gnome:

0647 GMT [Dow Jones] Smiths News' (NWS.LN) agreement to buy Dawson holdings (DWN.LN) in a deal that values Dawson at GBP17.262 million is not really the strategic move that investors would have hoped for, says a London-based analyst. "It's not really what the market was looking for," says the analyst. "Their war chest is much bigger than that" and they could have made a larger acquistion. Shares closed at 94p on Monday.

[protean] 07/6/2011 07:51

What small cap homes do you have in mind CR?

[davydoo] 07/6/2011 07:46

Spot on sb, I'm not sure yet, let's wait to see market reaction, could open above bid price if there is belief of a counter

[bigbigdave] 07/6/2011 07:44

Just about 1% here. Shareholder action group anyone to argue over the takeout price?

[cockneyrebel] 07/6/2011 07:42

I did hold NWS LordGnome but only for that recent bouce as a trade - sold a month ago :-(

NWS have definitely got a good deal. I think it's a bit small compared to NWS to be a game changer - will add around 10%+ to NWS profits in the coming year and NWS are paying about 10% of their mkt cap but the growth potential of E-books is what you have now via Dawsonera.

NWS doing the best out of it.

I've 3 baged a lot of mine in no time so shouldn't be greedy but I've not got fair value for what I held imo.

The plus side is it's cash and i've got over 0.75% of the co :-) And I can think of a number of good small cap homes for the money!

CR

[sportbilly1976] 07/6/2011 07:39

the question for some here will be - take the money and run, or hold for a possible counter?

[shauney2] 07/6/2011 07:37

Smiths News believes that the acquisition of Dawson would generate significant value for Smiths News shareholders:

- the acquisition is immediately earnings enhancing, even before adding synergy benefits;

- annual synergy benefits of £3.8 million are achievable by the end of Smiths News financial year ending 30 August 2014;

- the net total cash outlay for the acquisition of £20 million represents a full synergy EBITDA multiple of 3.4 times; and

- the acquisition is expected to generate returns significantly in excess of Smith News's cost of capital.


The missed out "ner ner na ner ner"

[jailbird] 07/6/2011 07:29

yes robbed..but a profit is a profit albeit smaller than we hoped.

[lord gnome] 07/6/2011 07:28

This is the way NWS sees it. An extract from their RNS this morning. They clearly think they've got a real bargain - and so do I.

- the acquisition is immediately earnings enhancing, even before adding synergy benefits;
- annual synergy benefits of GBP3.8 million are achievable by the end of Smiths News financial year ending 30 August 2014;
- the net total cash outlay for the acquisition of GBP20 million represents a full synergy EBITDA multiple of 3.4 times; and
- the acquisition is expected to generate returns significantly in excess of Smith News's cost of capital.

[sportbilly1976] 07/6/2011 07:21

mmm, in will be interesting to see in MNZS do counter, but from the osund of it, the BoD here are all agreed...

considering the share price before the bid was 5p - its not a bad return, but following their recent results I would have hoped for 20p+ at least...although the acquirer will always want some for themselves. I guess some buyers want more than others!!

[bagpuss67] 07/6/2011 07:20

remember the PPF wont want to be holding these long term and will, i guess, be comfortable with an exit now as they are not speculators

[bigbigdave] 07/6/2011 07:19

The way I read the RNS sounds like the Directors had grown tired of running the ship and wanted to pass it on.

[lord gnome] 07/6/2011 07:18

CR - Robbed? I thought that you held NWS as well? LOL - and there was I bemoaning missing out on the recent rise in DWN. Now it looks as though we've bought them for a song! Happy days for DWN holders and NWS holders.

[protean] 07/6/2011 07:17

No surprise at the bid coming in after the recent price action, but a bit disappointed at the take out price.

[davydoo] 07/6/2011 07:14

lol CR, as I was reading it, I was thinking hang on a minute, why am i reading all the reasons its good for Smiths and not me.