It could well happen Pico. |
 Irene. What I have been trying to explain about the premium claim of 20% can be demonstrated as follows.
Example.
Someone buys a house for £200,000 in return they get a house plus (say) £20,000.
How much did the house cost ?
Well, the house cost £180,000.
So, with Anite we have the following scenario. Keysight pays say £ 300 mill & gets say the balance sheet cash of say £30 mill.
What did they offer (in effect)
Well, £270,000.
So the premium works out at 10% because they get a substantial amount back in cash.
It seems to me that the shareholders are being taken for a ride on this offer. It is even lower than 126p, it is in effect 114p.
I think we are going through another 2002 scenario (with differences of course) but with the finance men looking after themselves & not the shareholders interests.
If this offer had not been made the share price would have gone well past 114p in the week of the AGM.
Furthermore, speed is being used by the Anite team now by issuing 'irrevocable' forms.
I have no doubt that the businesses will combine beautifully as the chairman has said, but the directors are elected & paid to look after the shareholders interests & not their own.
What we need is some sort of shareholders action (committee) either at the court (regarding the scheme of arrangement) or to just replace the directors at the AGM because what is going on is just not acceptable. |
 As I understand it the options bestow the right to buy a specific number of shares at a specific price by a specific date. After that date the right expires. Sometimes there is a start date in the future as well as an expiry date. The value at which the options vest is generally higher than the price prevailing at the time of grant but as these may have to be held for a number of years before becoming exercisable, generally there is profit to be made if the share price has risen above the exercise price. The company can either buy back shares as treasury shares (with company money) or issue new shares which of course is dilutive to existing shareholders which includes those exercising the options if they are already shareholders. There is usually a clause that says that in the event of a takeover the options will exercise immediately.
Taking pico's info on the options held by Messres. Humphrey and Amos we arrive at £15.25m worth of shares (12.1m shares) added to the total number of shares in issue and I believe there are other options waiting to cashed in. Are they going to buy these shares in using cash held, or just create them. Either way I guess we lose. How many shares are currently held in treasury I wonder - if any?
The main question is what happens to the cash held on the balance sheet. We need an answer. |
jadeticl3 - thanks very much for that info.
What has alarmed me is the quickness that Anite are issuing forms including an irrevocable shareholders form dated 17/06/2015. There is 5 days on it (will have to look it up) so perhaps armed with a load of shareholder acceptances prior to the AGM the BOD aim to muscle the whole proposal through if possible.
The Anite board seems to be using quickness as it's main tool !
Perhaps it would also make a counter offer difficult to put together in time ?
DYOR (these are just my own opinions) |
I retired some 17 years ago during a merger/takeover. My memory would need jogging to recall exactly what the terms were, but I had shed loads of share options that in normal circumstances would have needed years to be exercisable, but in the event of a takeover became exercisable immediately.
Maybe something of this kind has influenced these directors. Not a good motive for accepting a low offer.
Apologies if someone has already stated this. |
Irene - you mentioned options a day or so ago.
Looking at the documents that all the directors have signed, Chris Humphrey has 1.9 mill shares (as we already knew) & also 8.4 mill options (you will understand that better than me - options are something that I know little about)
Richard Amos has a shareholding plus 3.7 mill options.
Are they keeping that 30 mill plus cash to pay for these options (???)
In which case the cash is going to be an expense & should be excluded from a company valuation (???)
Is that how it works ???
Is there any possibility of a conflict of interest here ?
I find it remarkable that Chris Humphrey actually included the Balance Sheet cash of 30 mill plus to arrive at a premium of 20% !
Any accountant acting in good faith (in my opinion) would take the cash off the balance sheet & off the offer sum & arrive at about a 10% premium ! - (114p)
Why is everyone describing the deal as a low offer except the directors, it is an extremely low offer !!!
Any qualified accountant like CH would IMHO say the same !!!
Looking at case law, I notice Anite had problems back in 2002 ..............
In September 2002, the finance director of Anite plc, a UK IT software and services company, resigned in the face of strong criticism from investors who were angry at the company’s remuneration policy and acquisition strategy.
Theindividualconcernedwasoneofthehighest paid finance directors among U K technology companies, and his remuneration for the year to 30 April 2002 had risen 10 per cent, despite a collapse in the company’s performance compared with the previous year.
Bonusesforthechiefexecutiveandthefinance director were based on the profits before tax, exceptional items and goodwill, rather than earnings (profits after tax).
Thecompanyhadapolicyofgrowththrough acquisitions, and had made seventeen acquisitions since April 2000. These resulted in large amounts of purchased goodwill, and the amortisation of this goodwill reduced earnings, but not profits before goodwill.
The acquisitions were made with an open-ended purchase price. The final purchase price depended on the performance of the purchased assets, with an ‘earn-out̵7; for the sellers of the acquired companies.
All the purchases were paid for with new Anite shares.
TheAnitesharepricefellbyabout80percentin the year to 30 April 2002, which meant that more shares had to be issued to pay for new acquisitions.Theresultwasabigdilutionin earnings per share.
Thedilutioninearningspersharehadnoeffect, however, on the bonuses of the CEO and finance director. On the contrary, the new acquisitions added to profits before tax, exceptional items and goodwill,eventhoughprofitsafterexceptional items and goodwill fell.
Thefinancedirector,whowascloselyassociated with the funding of the acquisitions, was therefore putunderpressuretoresignbyshareholders. However, questions remained about the responsibility of the whole board for both the directors’ remuneration policy and the acquisition funding policy.
Although the finance director was not removed from office by a vote of the shareholders at an annual general meeting, the threat that shareholders would exercise this right was sufficient in this case to achieve the desired result.
Seems to me that the shareholders would be sensible to remove any directors at the AGM on 01/07/2015 if they consider them not to be acting in their interests. The CEO for example.
Big Buy at close of trade 1.5 mill
After reading up a bit on options am I right in concluding that the CEO & the Group Accountant stand to make many millions by recommending this offer ?
So are they working their own interests first before the interests of the shareholders, in which case something needs to be done at the AGM about the situation. Add to that the Keysight rewards for the BOD cooperation & we have a pretty nasty situation in existence.
If this is the case (???) perhaps we need another 2002 conclusion vote them off the board at the AGM. |
I have just found the following article from shares magazine.
Anite not a Done Deal
(Incidentally you can forget what Finncap thinks. Their analyst I have already concluded earlier to be pretty much cr*p)
The author of this article has included a few inaccuracies as well ! |
Well somebody needs to get the "auction" hammer out - We can't see a British company go cheaply now can we?!! |
See you in court pico. |
Thank you for your posts Werty & Pico..
Also advice on link werty.
Do appreciate the information and views that are being discussed at this moment. |
As werty says a scheme of arrangement seems to be the norm nowadays.
However it only requires 75% approval to take control of a company instead of the old 90%. Keysight already have 15%(approx via third parties) so they only need another 60% in general meeting.
Irene mentioned that it was odd that the Anite directors had approved the low offer, apparently this is necessary for a scheme to be initiated.
Speed is necessary for the whole process because if an activist starts to oppose the 'takeover', the court will not 'rubber stamp' the process.
So the two companies involved will be speeding through the processes for the whole thing to be a success.
The Anite board will no doubt be looking at the 'carrots' that Keysight have put on the boardroom table in the way of bonuses.
However, although I want a decent realistic offer (170p), I think this is the only way to go. We all have to move on & take our chances & just hope another knight in shining armour appears to save the day & makes a higher offer.
Mind you, thinking about it, an activist could perhaps get a decent offer out of Keysight. Any volunteers available to appear in court with banners saying - ' we want 200p per share'. Actually Keysight probably have 200p penciled in as their offer ceiling. |
Not doing anything wrong, in their wisdom Advfn won't let you post links unless you're a full subscriber. Not a problem everyone knows about changing the xx for tt. I think the court hearing is about monopolies and mergers I think U.S companies must meet certain criteria in order for the sale to complete. I am also invested in PIC which is going through a similar process at the moment but I must confess I do find all the legal jargon a bit beyond me.. |
Done it again!
When I paste links on this board at the beginning of the link it should be http but it keeps changing to hxxp when I post.
So the link has to be altered to http in front and not hxxp
apologies for that and what am I doing wrong? |
Started to read the RNS doc about the takeover and noticed the statement regarding a "Court Meeting" Looked it up on the net and found that the agreement has to go to a Court meeting to be agreed as it is a Scheme of Arrangement.
Whats that? So looked up takeovers etc and found this link that might be helpful regarding the rules and the time frames involved regarding a Take over and a Scheme of Arrangement.
GLA
Ps As a small investor its times like these that the mushroom effect comes over me.
hxxp://whoswholegal.com/news/features/article/29552/public-takeover-offers-versus-schemes-arrangement |
Irenekent, yr post 4071 above. Wow! Interesting history from galvanizing/zinc plating to mobile testing now. I bow to your sentimental investment. Even though they say you should never fall in love with a share, I think it would be justified in your case! I too have a large holding (I think by pi standards). Good luck. |
Maven have increased by 0.01% since yesterday. Could get interesting me thinks. |
Anybody know what all these RNS are? Are they just declaring their positions or are they all taking a punt? |
You don't usually get the board recommending a first offer unanimously if its a low bid. You would think they would wait. Anybody know when their stock options expire and at what price? |
There is always the chance of course that they have put a low bid in in anticipation of a higher bid. This would then give them the space to move their bid higher. All speculation of course but that is what M&A is all about most of the time. And sometimes if you put in a low bid you get lucky. |
Thanks Gerd for putting me right. Been meaning to look at those terms & conditions again but not got round to it. If there can be a counter bid right through to October I will be a very happy bunny.
I was thinking that the whole thing was going to be voted through on 01/07/2015 - silly me !!! |
Pico, why do they have to put an offer in next week? As far as I can see that only relates to a small percentage of the shares and until the offer has been accepted by a majority then there can be offer bids. |
Keysight have in effect by putting an offer on the table shown that Anite is an 'okay company'. Actually, they are desperate to get into the test & measurement industry.
Any serious predators now have the weekend to fill their boardrooms & put a counter offer together for announcement next week.
TBH every time Anite put in good results the share price gets lost because nobody can get their heads around what they do.
At least now the guys in the know have a chance to acquire Anite. So perhaps this is the best way to get the best price for our investment.
Just trying to be positive on the situation. On the other hand there are the institutions but I think they will take the same view.
Lets hope those boardrooms are full this weekend. I think ST (IC) thinks they may well be.
GLA.
These American companies are so cut & thrust, I think the present board members will gracefully retire after collecting their bonuses for say the first year or two of new ownership.
The CEO of Keysight is full of BS if you read up on his interviews. He is however heading a large concern.
So perhaps it's a win win situation for a change, it's definitely that for the Anite board. Perhaps us humble shareholders might be thrown a few extra pence - LOL. |
Thanks Irenekent. yes got some allocation in the original flotation in 1984 (!) and then bot multiple times in the market over the years. I am sure there must be many like that, who read the thread but post very rarely. Prudential are generally long-term holders. I think fate will be decided by the big institutions. All the best. |
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