m/t
Says it all. |
 Just for the record I am not trying to be too critical of the BOD(at least note yet), as I do not have all the facts. Like others i feel that the offer is on the light side as does not reflect the optimism reflected in the CEO's commentary in early May, and potential going forward, agreement with China Mobile for example. Many of us have put up with the rubbish of the last couple of years and were looking forward to better times ahead.
Maybe the BOD felt that by going down this route they would flush out/accelerate/improve any other offers that might out there.
For those that are concerned that all is not as well as it should be, go back to the trading update in early May.
CEO comment
"We saw continued momentum in the second half resulting in a good full year result. The business performed well notwithstanding a typically mixed market backdrop"
"We enter the new financial year with growth opportunities for both of our businesses. These are supported by recent product investments and acquisitions, encouraging activity levels and growing sales pipelines."
The two parties signed a confidentiality agreement just two weeks after this update. |
FOLLOW THE #SIBseries revolution on twitter @AKW_AIM |
Junglee,
Nice to find another share holder who has been in since the Cray days! Bit more than the current directors can say. Prudential have been on board since the beginning; I believe they may have even helped in underwriting the original flotation which was at least ten times oversubscribed. We could do with a bit of that sort of action now. As muscletrade points out there will doubtless be a 'dosh for the boys' element to this deal. I certainly won't be voting for that if they sell us down the river. Lets hope an alternative offer or too pops up. I note that Keysight were spun out of Agilent not that long ago. Perhaps it was always intended that they should take us over. I wouldn't be surprised if management have been chewing this one over for rather longer than we might be led to believe. |
@pico, the Non executive directors will resign. No Information on future of Anite executive directors that I can see although as you point out Anite brand to continue and HQ will be at Fleet.
Also note that the support pledged by certain shareholders is null and void if a competing offer is made within 7 days of initial announcement and is at least 10% higher than current offer.
also note 2.."Certain Anite Share Schemes contain provisions whereby Anite's Remuneration Committee has discretions as regards the vesting of certain awards in these circumstances. Anite's Remuneration Committee will exercise such discretion in such manner as it considers appropriate".
No surprise there then. So good chance senior management get a load of cash in the bank and get to keep their jobs too. |
I have to agree with Irene, the more I think about this offer the stranger the whole thing becomes.
The timing of two weeks before an AGM really does go against the shareholders interests especially when we have been told to expect 'bumper results'.
The company will continue as an entity with the present BOD (presumably) but with a different paymaster - American style. |
s/p rising |
I think Keysight have been very opportunistic with this offer. Bearing in mind that Eurozone stocks are supposedly poised to crash as Grexit occurs they have obviously thought that investors in Anite, both institutional and private, will be happy to cut and run. Greece however is actually a nonentity in the scheme of things economically. They represent a miniscule proportion of the European GDP and have little effect financially on the rest of the Eurozone. I am sure that once a decision is made either way on the Greek problem that markets will surge, Greeks will turn on their government, and before long the Army will step in and return the country to the status quo that existed prior to the EU adventure.
Unless there is a very good reason, such as us not being told the truth about the companies trading position, I would hope shareholders will resist this low ball offer by voting against it. |
From todays Times : Martin Waller
Published at 12:01AM, June 18 2015
Anite Group has become the latest British technology company to succumb to an offer from overseas, with the announcement of an agreed £388 million cash bid from a larger American rival.
Keysite Technologies is offering 126p per Anite share through its Dutch subsidiary, in what observers say is a bid driven by “tax inversion”, where American companies buy with cash held outside the country, so saving on tax.
Anite makes equipment that is used for testing new telecoms networks and systems and is heavily involved in the roll-out of the 4G network around the world. It has disappointed the market in the past because the timing of sales and profits have tended to be unpredictable.
The board of Anite that the terms on offer were “fair and reasonable”. In all shareholders speaking for 15 per cent of the company have agreed the terms.
Keysite, based in Santa Rosa, California, is mainly involved in testing electronic products and, according to Ron Nersesian, its chief executive, the deal will expand its portfolio into software design and validation. The deal, funded from existing cash resources, is expected to complete in the autumn.
Anite shares rose 24½p to 127½p. The offer represents a 22.3 per cent premium to the share price at the close on Tuesday. However, some analysts wondered if a rival bid could emerge. |
Here is the IC quote...
IC VIEW:
Anite offers an attractive proposition, serving a large, international and growing market that has considerable barriers to entry, and its management team has diversified into adjacent markets through a number of bolt-on acquisitions, too. Other rivals could easily be running their slide rule over the business in light of the cost savings Keysight believes are achievable within a couple of years. Anite's shares are already trading at a small premium to the offer price. Sit tight. |
Yes, a humongous quantity but a lot less than the CEO.
The last time I traded (needed the cash) I even managed to add another 5000.
Anyway my state pension kicks in next month so cash flow should ease up a bit.
I think the management have snapped off the arm of Keysight because their size restricts their ability
to expand fast enough. Let's be under no illusion though 114p is a low offer - after extracting the cash from the Balance Sheet. In fact the premium is not 20% but about 10%.
Going with ST ( IC ) & sitting tight. |
Are you still holding Pico? |
Rhode & Schwarz perhaps, also mentioned in IC.
In fact there must be a fair number of companies who would snap up a bargain like this.
Wait & See time. |
Maven seem to think it's a good punt though. Any thoughts? |
Can't see a counter bid happening really - of course you never know |
Well done all those who held on (unlike me). The lower price than would have been expected hints that maybe things are not quite as rosy in the garden as some people had thought? Anyway, well done those who made a profit.. |
Hmmm interesting day. Takeover offer of 114p disguised as 126p. We were getting close to 110p anyway.
Backed by the BOD - but why ???
If this offer had not come along, we would have been on 125p two weeks after the AGM based on fundamentals alone. Add onto that a modest 25% premium plus 12p cash ( on B/S ) & we have what is a 170p offer. No cons, no smoke & mirrors - NOT a silly 126p but an honest brass tacks 170p.
So the company is being sold at about a 25% discount.
This whole scenario stinks.
Just been emailed by the TA course people that nobody becomes a successful trader spending $24 on a course. They seem to have forgotten the course was reduced from $1500 - LOL
Going back to Fundamental Analysis (like Warren B) & just using TA candlesticks like werty to help with entry & exit points. That 2% risk thingy is going to take a fair bit of study, but hey - we have the Internet for things like that. :-)) |
Yes, to say we have been in a bull market where asset prices have been pushed up as cash makes nothing and debt is cheap they look to be getting this at a very reasonable price. They also seem to have quite a low level of acceptance. I only really have data on buy-out PTPs (over last 15 years or so) but generally acceptance levels have mainly been well over 40 percent and bid premiums have been 25-45 percent on average.
Ebitda ratios in the PE market are averaging about 12 in the £100m range (as we are in a mini bull market there as well regarding competition on pricing) whereas I think I have seen they are getting this for 10. Plus as Pico says they have a lot of cash on the BS.
I have had a lot of cos taken over in the past 10 years and generally without a counter bid they go through with practically no opposition. Especially from the institutions (the great protectors of their bonuses) whether they believe the co is undervalued or not. |
If you want to see a better offer look at Aga today. From 100p to 138.5p. There should be a bumper dividend here returning all the cash to shareholders. I get more and more un-enamoured of this offer the more I look at it. I bet the directors will get their options honoured if this goes through. If we vote yes to this measly offer it'll be like turkeys voting for Christmas. If there is not another offer what have the directors been hiding? We must have results before any vote. All shareholders must be in full possession of the facts before making any decision. I foresee a noisy AGM if people feel they are being stitched up. |
Just had a thought cross my mind.
If the offer is for £300 + mill & the cash balance £30 + mill are we not talking about a true offer of only 90% of 126p about 114p which is frankly ludicrous considering that Panmure Gordon had about 142p as a target.
Also, will the vote be made prior to the ' bumper set of results ' which ST (IC) forecast. (AGM day when the institutions will already have made a yes or no decision).
That sounds like a stitch up ? |
A number of brokers have made comment this morning and for those of you that have not seen them here they are in brief, courtesy of FT Alphaville (thanks chaps).
Northland
An offer for Anite has been a matter of ‘when’ rather than ‘if’ for some time given Anite’s strength in the global Device & Infrastructure Testing and Network Testing markets. The question is whether the level of the Keysight approach (a 22% premium to yesterday’s close and 5% to our price target) represents a knock out offer. As previously argued, Anite serves a large, international and growing market that has considerable barriers to entry. Management has successfully diversified into adjacent markets through a number of bolt-on acquisitions and simplified the investment case following last year’s Travel disposal. That said, although the medium term demand drivers are positive, short term spending patterns in the sector can be lumpy (typically impacted by consolidation) and Anite would benefit from being part of a larger organisation. Today’s offer will definitely focus others’ interest.
Fincap
As predominantly a hardware sale, Anite’s handset business has remained lumpy and it has struggled to find scale in a massive global market competing against German and Japanese rivals. Furthermore, the growth of the Chinese mobile industry has brought additional challenges with handset and component manufacturers tending to use shared government testing centres rather than setting up their own. Overall, it is sad to see a UK mobile industry leader lost to US rivals; however, with these current headwinds we feel Anite is unlikely to return to the position it enjoyed in 2013, when as a high growth ‘darling of the market’ the shares traded between 140p and 160p, and we agree with the board’s acceptance of the offer.
Liberum
The fact that the premium is only 20% could suggest that near term numbers could be slightly light. We believe Anite will have talked to other potential acquirers before recommending the offer and therefore believe a counter offer is unlikely.
Panmure.
The recommended acquisition values Anite on a 22.3x PE, 10x EBITDA. While
these are not especially exciting, we think (with memories of Coda plc) that
investors will take the offer only to regret it afterwards, but, a bird in the hand,
etc. That said, we think that this will go down to the wire as investors look to
sniff out a competitive bid. Anite suffers from a lumpy revenue stream, the
ongoing uncertainty in the NEMs and the operators and while there are new
tech opportunities – here we are thinking specifically of 5G – its impact is
outside of our forecast period. 5G is likely to be 2018 before we see evidence of
it hitting our forecasts. Anite, uncommon with software companies, is not easily
able to pivot into an annuity revenue-based business. A lesson for us all
perhaps. We move to Hold.
For what it is worth(which is probably not a lot) I think the offer is a bit thin and am holding out for now.
Good luck |
IC Online advising shareholders to sit tight in case of other offers
google....aniteattractsoffer |
Someone mentioned 'nasties'.
Well, the only nasty is the weak Euro which does affect the accounts a little. As the EU has the Grexit under control then the € can only weaken a wee bit more - perhaps 1.42 - 1.43.
Keysight has a MC of $5.5 bill, compare that to China Telecom $61bill
Interesting
[...]
You will have to google the following in order to read a very interesting article
'Anite accepts American Bid' |
DavROs , you are correct, the binding commitments are worth nothing if shareholders are in receipt of a higher bid. Under these circumstances the current bid would be voted down allowing shareholders to consider and vote on other options. The language suggests that this deal is nearly done but in reality the Board have simply put the Company on the market with a secure base bid. |
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