By James Davey
LONDON -British supermarket Morrisons has agreed an improved takeover offer worth 6.7 billion pounds ($9.3 billion) from a consortium led by Fortress Investment Group, but wants a rival private equity suitor to be given more time to make a counter bid.
Morrisons said on Friday its board had unanimously recommended Softbank-owned Fortress’ raised offer, comprising 270 pence per Morrisons share plus a 2 pence a share special dividend.
However, it later said U.S. private equity group Clayton, Dubilier & Rice (CD&R) had asked for more time to consider a counter offer.
Morrisons and CD&R have asked Britain’s Takeover Panel, which regulates takeovers, to extend an Aug. 9 deadline for CD&R to clarify its intentions.
Morrisons has also postponed an Aug. 16 shareholder meeting to vote on the Fortress offer and set a new date of Aug. 27. That means the Takeover Panel is likely to set a new deadline for CD&R of Aug. 20.
Shares in Morrisons closed at 278.8 pence, indicating investors are hoping for a higher offer.
Fortress “remains committed to becoming the new owner of Morrisons and to being a responsible long-term steward of this great British company through the next stage of its evolution,” it said.
Morrisons’ board had previously agreed a Fortress offer worth 254 pence a share or a total of 6.3 billion pounds on July 3.
However, major Morrisons investors Silchester, M&G and JO Hambro all indicated that offer was too low.
None of those investors had any comment on Fortress’ new offer.
CD&R had a 230 pence a share proposal worth 5.52 billion pounds rejected by Morrisons on June 17.
Fortress’ increased offer represents a premium of 52% to Morrisons’ closing share price of 178 pence on June 18 – the day before CD&R went public with its proposal.
For the Fortress offer to pass it needs the support of shareholders representing at least 75% in value of voting investors at the meeting.
Analysts have speculated that Amazon, which has a partnership deal with Morrisons, could still enter the fray.
The Fortress consortium, which also includes Canada Pension Plan Investment Board, Koch Real Estate Investments and Singapore’s sovereign wealth fund GIC, would retain Morrisons’ Bradford, northern England, headquarters and its existing management team led by Chief Executive David Potts and execute its existing strategy. Material store sale and leaseback transactions are not planned.
Morrisons has described the consortium as suitable owners for a business with more than 110,000 staff and a deeply integrated supply chain, that includes its own meat and fish processing sites.
Morrisons is unique among British supermarkets in making half of the fresh food it sells.
($1 = 0.7189 pounds)