Sunday, June 26, 2011

Woolworths puts The Warehouse back on the shopping block

Incoming CEO of Woolworths Ltd [WOW.ASX] Grant O'Brien let it slip at while addressing members of the New Zealand Food & Grocery Council in Auckland last Friday that his company was still interested in acquiring additional shares in the The Warehouse Group Ltd [WHS.NZX]

"We would very much like to be a larger owner of The Warehouse" and "It is a business that is of interest to us."and if you didn't get it the first two times, "It's a terrific business and it's a business ... that we're happy to be a part owner of..." NZ Herald, 25 June 2011

Subtlety is clearly not one of Mr O'Brien's traits but I guess these comments must be put in the context of an address that was much longer than these throw away lines and focusing on Woolworth's interests as a whole in this country rather than just on Wow's holding in the WHS.

The company is apparently interested in increasing the size of their business in New Zealand via the expansion of its Countdown supermarket brand and a full takeover of the Warehouse would be able to achieve part of that plan as the Warehouse have key stakes in retail sites that are hard to find in established areas.

Put this together with the fact that Ted Van Arkle, who has close ties to WOW, is to be appointed an independent director of the WHS on July 1 and investors have an interesting scenario to ponder.

There are of course several impediments to Woolies making a full takeover offer, not the least of which is their main competitor in this country, Foodstuffs, owning a 10% stake in WHS themselves, a similar sized stake to Woolworths.

There is still some argument over whether either Foodstuffs or Woolies have clearance to make a takeover for the red sheds. The last the market knew where the state of play on this was back in August 2008 when Woolworths decided to seek leave from the Supreme Court to appeal the decision of the Court of Appeal setting aside clearance for Woolworths to acquire The Warehouse. There has been no indication from Woollies as to whether they did get around to seeking leave and in the absence to the affirmative we must conclude that no filing has been made.

Having said that, the Commerce Commission, who blocked Woolies and Foodstuffs in the Court of Appeal stated back in October 2008 that Woolies simply needed to just re-apply to the commission rather than pursue the Court of Appeal decision in the Supreme Court. This was in the light of The Warehouse dropping their "extra" format stores which was the key reason why the commission gave for blocking a sale.

Another possible impediment would be Warehouse founder Stephen Tindall and his nearly 53% stake. Negotiations with him over price would have to start on the high side and his full support would be crucial to a successful takeover.

A full takeover offer is possible, contrary to what other business media are saying. Foodstuffs blocking stake of 10% means the threshold for compulsory takeover that is reached with 90% of shareholder acceptances is a key block to Woollies making a full bid for the company but the right pressure (from some of the possible scenarios below)and the right price might see Foodstuffs fold in the light that the company is under intense financial pressure and even more intense competition from their rival. I know this is a big stretch given that it would allow Woollies to almost double their retail footprint in this country but anything is possible.

The 10% stake that Foodstuffs owns may be able to be got around another way though, so my opinion again differs from other market commentators on this. According to the Takeovers Code a partial offer can be made for the target company of over 50% and if over 50% is not achieved shareholder approval can be made for acceptances under 50%.

This would allow any bidder to effectively take control over the company and make it difficult for other major shareholders like Foodstuffs to remain owners.

A bidder can also buy shares on-market up to a 20% stake without triggering any takeover play.

I have written extensively on this over the last five years since the first interest in buying a stake in the company came from Foodstuffs back in 2006 and have always been keen to hold onto my shares for the long-term. Given the poor performance of the company under current management, overseen by outgoing CEO Ian Morrice, my opinion now is that the company needs new direction, new life and probably a new owner and its stagnation as a business cannot be sustainable in the long run.

As much as I hate to say it, bring on the Aussies, they just maybe the saviour of this once great kiwi retail icon.

Lets hope if they do make a bid though that they do not get a bargain!

Disc: I own WHS shares in the Share Investor Portfolio

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