DEAL REPORTER
The shared Dutch nationality of the Delhaize [EBR:DELB] and Royal Ahold [AMS:AH] CEOs is seen as a positive factor to facilitate merger talks, it is understood. Previous discussions had partly fallen over due to a culture clash between the companies.
Belgium-based Delhaize’s new CEO, Frans Muller, is said to have approached Netherlands-based Ahold’s Dick Boer initially for a general conversation with his Dutch counterpart. Both supermarket groups progressed general talks into renewed merger discussions on the back of good relations between the CEOs, with Delhaize said to be slightly more proactive.
Talks are still at a very early stage, it was said. Early market reaction was that the two companies could consider a merger of equals, with no premium paid to either set of shareholders. However, no discussions on price have been held so far, it is understood.
Due diligence is yet to begin, and is now the next step following top-level discussions about the possibility of a merger. Delhaize and Ahold both declined to comment on the progress of the talks.
Speculation of a merger between the two companies arose in 2006 when it was revealed that they were looking at the move. At that time, cultural differences and disagreements over deal terms led Delhaize to end discussions.
It is understood top-level management also looked into the prospect around the time Delhaize’s share price hit a near 10-year low of about EUR 26 in 2012. These did not turn into serious discussions despite a number of meetings at the CEO and chairman level, it was said.
Muller’s arrival at Delhaize in November 2013 and improving financials for both companies meant the prospect of a tie-up became more apparent, it was said. The decreasing power of Delhaize family shareholders also contributed to thinking a deal could be easier to execute.
Family members own about 20% of Delhaize. Representation on the company’s board is about to fall to one member as former Delhaize CEO Pierre-Olivier Beckers-Vieujant will step down on 28 May this year.
Union negotiations are expected to be a factor in discussions, it is understood. Delhaize sales were hit by strikes in the second half of 2014 as workers rallied against restructuring plans. Belgian and Dutch works councils must be consulted in the event of a takeover.
Cost synergies are clearly a driver of the deal rationale, it was said. Analysts have suggested the tie-up could produce up to EUR 1bn a year of savings from cost-cutting and increased buying power. Combined sales would be about EUR 50bn.
It is accepted the two companies’ trading multiples allow for the prospect of a merger of equals more than when the deal was discussed before, it is understood. But despite any way it is presented, a deal now will effectively be a takeover of Delhaize by Ahold, one banker following suggested.
Delhaize was trading at 7x EV/EBITDA on 8 May prior to renewed rumours this week of the merger, according to Dealreporter analytics. Its share price is up nearly 40% in the calendar year to date. This compares to Ahold’s 7.7x pre-rumour multiple. Movements this week have closed the gap, with Delhaize trading around 8.1x and Ahold at 8.3x.
Ahold was trading up 0.14% Wednesday at EUR 18.45, giving a market capitalisation of EUR 16.5bn. Delhaize was trading up 0.40% at EUR 84.34, giving a market cap of EUR 8.73bn.