DIA – white knights and wishful thinking
MergerMarket.comHopes that a white knight bidder might emerge to bail out shareholders in Spanish supermarket chain DIA [BME:DIA] have received something of a boost.
A few names are now on the table: Carrefour [EPA:CA], Lidl and Sonae [ELI:SON], are looking at making a rival offer to the EUR 0.67 per share bid already on the table from 29% shareholder LetterOne, according to a local media report.
While there are some solid arguments for an offer bump on DIA, rival bids don’t look like the obvious route for that to happen.
First among the reasons that rivals might want to steer clear of an offer for DIA is because of its key shareholder. LetterOne has close to a controlling position in the supermarket’s stock, so any bidder would need to work in co-operation with LetterOne to complete a deal. LetterOne does not look like an obvious seller of stock at anything close to EUR 0.67, having paid as much as EUR 4.36 per share for 5% of the business in January 2018.
Second, grocery retailers have plenty of their own issues to contend with without adding more. Competitive pressure from discounters and online providers have eroded top-line growth and pressured margins. Shares in Carrefour and Sonae have struggled to make progress over the past five years despite a wider market rally, partly as a result of these pressures. Both Carrefour and Lidl are already outperforming DIA with respect to market share in Spain, according to Kantar market share data for 2018, further reducing the rationale for a bid.
Even if an improved offer were tendered to DIA’s shareholders, a successful bidder would have to contend with a potentially difficult significant majority shareholder in LetterOne. Delisting the business would be hard as a result and synergies, therefore, tough to achieve. Lidl, meanwhile, has never made a significant acquisition of note.
A more plausible scenario perhaps is a bump from LetterOne itself. LetterOne would be motivated to do this not necessarily to stave off rivals but as a sweetener to shareholders in order to hit a minimum 50% of remaining shares acceptance threshold on its voluntary offer. Failure to secure control runs the risk of DIA’s financial difficulties triggering losses for all shareholders.
There’s also a very outside possibility Spain’s stock market regulator CNMV forces LetterOne to up its bid. LetterOne made its latest investment in DIA in September at a price of around EUR 2 per share. Had the investment vehicle launched a mandatory offer, it would have been forced to pay this price but a voluntary offer enabled it to get around the requirement. CNMV has yet to rule on the issue but it’s just one scenario of many in a highly uncertain buyout situation.