Hedge Fund Seeks to Stop Maurel & Prom's Takeover of MPI
November 26 2015 - 8:00PM
Dow Jones News
A London-based hedge fund has filed a legal injunction
attempting to halt French oil explorer Etablissements Maurel &
Prom SA's proposed $700 million takeover of MPI, a holding company
to which it has close links.
Ledbury Capital Partners LLP, which owns around 3.2% of MPI,
says the deal undervalues the target company, according to the
fund's lawyer.
The hedge fund filed the injunction with the Paris Court of
Appeal last Friday against a decision by the French financial
regulator earlier this month allowing the deal to proceed without
the need for a tender offer.
The deal, which was proposed in August and which has been
approved by both firms' boards but not yet by shareholders, would
see Paris-listed Maurel & Prom buy back a firm that it set up
in 2009 but span off two years later.
Under the terms of the deal, Maurel & Prom has offered 1
share per 1.75 MPI shares, on top of a special dividend of €0.45
($0.48). Ledbury argues that this ratio should be one for one,
without payment of the dividend, said Didier Fornoni, a lawyer at
Dentons representing Ledbury.
"The price greatly undervalues MPI," said Mr. Fornoni. "It
values it as less than the cash, which is unbelievable." Ledbury
also disputes the valuation methodology used by an independent
expert appointed by MPI to scrutinize the deal, Mr. Fornoni
said.
The move comes as part of a generally rising tide of activism in
continental Europe. So far this year 24 companies have been
publicly subjected to at least one activist demand, according to
financial data provider Activist Insight, up from nine for the
whole of 2010. In France, a country where activists have
traditionally met with limited success, six companies have been
targeted by activists so far this year, the second highest count
since 2010.
MPI's main assets are €222 million in net cash, a 21.8% stake in
London-listed Nigerian oil explorer Seplat Petroleum Development
Company, and a joint venture with Maurel & Prom operating in
Myanmar and Canada.
Ledbury's court injunction is designed to slow the merger
process by contesting French regulator the Autorite des Marches
Financiers' decision, although shareholder meetings scheduled for
next month could still go ahead before the Paris Appeal Court
rules.
The AMF declined to comment. Maurel & Prom declined to
comment on the takeover.
A spokesman for MPI said that "Maurel & Prom can offer a
future to MPI." He added that the deal was "a first step in a
bigger consolidation strategy."
In August the two firms said a deal would provide better access
to financial markets, "substantial" cost savings and significant
cash flows in the face of "a difficult macroeconomic environment
following the sudden drop in the price of oil".
Earlier this month Maurel & Prom, set up 200 years ago,
reported that sales in the first nine months of the year more than
halved to €204.8 million. It also said it had renegotiated its
banking covenants due to factors including the drop in the oil
price and a production outage in Gabon after a pipeline
breakage.
Mr. Fornoni, lawyer for Ledbury, said that Maurel & Prom
wanted to "use the cash in MPI to pay its debt."
As well as their shared history and a joint venture, the two
firms have some shareholders in common. Pacifico and Mutuelle
Assurance Commercants et Industriels France SA each own stakes in
both firms, amounting to approximately 30% in each, according to
data from FactSet, and both support the merger, Maurel & Prom
has said.
Meanwhile, Jean-Franç ois Henin, a businessman with a
controversial history, is chairman of both companies. In 2003 the
Federal Bureau of Investigation said a range of charges had been
brought against him, including mail fraud, wire fraud and
conspiracy to defraud the U.S.
He later entered into a settlement with the Federal Prosecutor
of Los Angeles to pay a $1 million fine and was banned from
traveling to the U.S. for five years, although he said at the time
that it wasn't connected to Maurel & Prom.
The spokesman for MPI said that there was "absolutely no link
with M&P/MPI." Maurel & Prom said: "There is no link with
Maurel & Prom, MPI or the merger project, and this is over as
it ended in 2011."
Write to Laurence Fletcher at laurence.fletcher@wsj.com
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(END) Dow Jones Newswires
November 26, 2015 19:45 ET (00:45 GMT)
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