KKR and competition
independent directors were fearful they had boo-booed when rejecting an earlier indicative takeover offer of ÂŁ10 a share from and Stefano Pessina.
They and their bankers have subsequently calculated that a tenner is pretty close to fair value for the shares, on the basis of Boots’s strategy and prospects. So the directors would have looked pretty fair plonkers in the City (though probably not elsewhere) if the bidders had walked away.
But they're out of jail: KKR and Pessina are back with ÂŁ10.40. It means that Boots's long history as a listed business is probably almost over. My prediction is that it will soon be owned by private equity - probably by KKR/Pessina, or just possibly by one of the other private equity firms mulling a counter-offer ( and are the supposed rivals).
I've written a few times about why this takeover matters and why not everyone thinks it's a good idea. And although I think it will go through, I’ve uncovered one possibly serious obstacle to completion of the deal: the competition authority, the .
Bear with me here, because the reason for a possible OFT intervention is not straightforward.
Item one: a few years ago Sainsbury gave preliminary consideration to a . What I’ve discovered is that it sought guidance from the Office of Fair Trading about whether the competition issues would be serious enough to prompt a reference to the Competition Commission. And the OFT gave confidential guidance that a reference to the Commission of a Sainsbury/Boots combination was highly likely.
Item two: Sainsbury and Boots are not at this time contemplating a merger. But KKR wants to buy Boots. And it is also part of the consortium that wants to buy Sainsbury. If it succeeds, both Boots and Sainsbury would become part of the KKR empire (though KKR would of course argue that they would be managed wholly separately).
Item three: It is by no means certain that the consortium of KKR, , Blackstone and will eventually table a formal offer for Sainsbury. That depends on whether the trustees of Sainsbury’s pension fund demand that the consortium injects close to £500m into their fund (in which case a bid at a price acceptable to Sainsbury’s board is likely to be tabled by the consortium) or whether the injection would be £1bn (where it becomes harder for the consortium to make the numbers work).
Item four: I’ll wager that a formal bid by the KKR consortium for Sainsbury is eventually tabled.
Item five: If both bids were to succeed, KKR would become a powerful owner of two companies with substantial shares of the UK retail healthcare market, Boots and Sainsbury. The OFT would need to look at the deals very carefully and might well refer them to the Competition Commission for lengthy scrutiny.
Now I’m not saying there will be a reference to the Commission. There are too many hypotheticals for me to be confident of that. But there is a genuine question about whether KKR should be able to purchase the ability to exercise significant influence over two competing companies with strategically important positions in the important markets for healthcare, pharmaceuticals and toiletries.
UPDATE 07:48 31/03/2007 I'm away for a couple of weeks and won't be writing new commentary for Peston's Picks till mid April.

Thus it has emerged from Blackstone’s recent filing with the SEC, prior to the imminent flotation of its management company, that it has probably borrowed in the order of $80bn for its portfolio of companies over the past three years or so. That’s on a par with what even Gordon Brown has been borrowing recently.
Another manifestation of this madness may be the attempts by private equity to buy
And had I been a little less self-obsessed, I would have commiserated with you for the wobble in your share price a few weeks ago when your chief executive that Wall Street’s estimates of revenues from Vista in the coming year were over the top (though analysts still expect Vista to generate comfortably over $15bn of sales in the year from June 2007).
So just to be clear, Microsoft has created a new operating system that isn’t properly compatible with a best-selling, still perfectly useable version of its own software. Which of course provides quite a powerful incentive for me to spend up to £99.99 on upgrading to Microsoft Outlook 2007 – except that in my current mood, I’d rather stick pins in my eyes.
For example - and
Enter Barclays. As the , Barclays has been in touch with ABN to offer itself as a potential white knight against the gathering hordes of hedge funds.
But we may have been looking in the wrong place for the talks that will determine the future of this celebrated retailing name. The dialogue that matters – which I think is going on right now – is between the four deep-pocketed giants of private equity and the trustees of Sainsbury’s pension fund.
I have learned that is planning to break itself into two companies, one concentrating on chocolate and confectionery, the other consisting of its US beverages operations.
Mr Peltz has made it clear to Cadbury that he wants the business split in two.
I was nudged in this direction during a chat with the Environment Secretary, - and he made the point explicitly for the international edition of Newsweek.
has 3,000 outlets, including 2,600 in the UK. It employs more than 100,000 people. As a drugs and medical consumables wholesaler, it has an impressive 40 per cent market share, supplying more than 125,000 pharmacies, health centres and hospitals. And its pharmacists frequently dispense valuable healthcare advice along with the drugs.
It’s just a bit too huge, serious and daunting for most politicians. And to Balls’s credit, there wasn’t as much of the speaking-clock-style “these are our great achievements” stuff that normally fills such ministerial addresses.
Just over a year ago, I was sitting on a sofa in a chichi Swiss hotel next to the evangelising rock star as he explained how shopping could change the world. “Please don’t be cynical” was his message to me and a handful of other hacks.
What’s more, the Red team appears confident that significantly more will be raised – and $18m isn’t to be sniffed at.
Looking forward, ITV’s own television advertising revenues will actually be lower in the first three months of this year, because of a decline in its share of commercial impacts (a measure of how many people are watching) and the ghastly impact of Contract Rights Renewal (this is the framework for fixing what it pays for advertising that was put in place when ITV was created through the merger of Carlton and Granada).
“Now rock stars want to be private equity people. When rock stars are getting into our business, you know we’re at the top of the market.”
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