(Seeking Alpha) Back in October, offshore drilling giant Ensco launched a bid to acquire fellow British contractor Rowan Companies. As some readers may recall, I was not a fan of this deal and I questioned the benefits of it to Rowan. There has been quite a bit of investor pushback over the deal and one private equity firm even acquired a 6% stake in Rowan in order to actively oppose the deal. It appears that management at the two firms has listened as Ensco submitted a revised proposal earlier this week and Rowan postponed its general meeting, originally scheduled for January 23, to allow time for shareholders to evaluate the revised proposal. Personally, though, I still do not like this proposal, although it does assign a higher value for Rowan.
About The Merger Proposals
As many investors that have been following this deal are certainly aware, the original proposal was for an all-stock deal in which shareholders of Rowan Companies would receive 2.215 shares of Ensco for each share of Rowan that they own. At the time that the deal was announced, this was essentially an even swap with no acquisition premium. The lack of an acquisition premium is quite rare in acquisitions as that premium is usually included to provide shareholders with an incentive to sell.
As this was an all-stock deal and stock prices fluctuate over time, the actual value that Rowan shareholders would realize from the consummation of the deal would fluctuate. As Rowan significantly outperformed Ensco throughout the fourth quarter’s market turmoil, the original price would have resulted in Rowan shareholders realizing a significant loss. I suspect that this is the reason why Ensco increased its bid.
In Summary
- Ensco increased its bid for Rowan as a result of shareholder pushback over the previous offer.
- This higher bid would still result in Rowan shareholders eating a loss, albeit a small one.
- Rowan is easily the best positioned firm in the offshore drilling industry currently, which explains Ensco’s interest.
- The newest bid appears to undervalue Rowan as is the market as a whole.
- This new bid is still not high enough for Rowan shareholders to like this offer.
Written by: Power Hedge
Photo used under the Creative CommonsAttribution-Share Alike 3.0 Unported license. Author: CellsDeDells
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