Last month, Orient-Express rejected a $12.63 per share cash, or $1.5 billion, merger offer from Indian Hotels, which is an affiliate of India's Tata Group Ltd. and operates hotels under its Taj brand. The Orient-Express takeover contest has been ongoing since 2007 when Dubai Holding LLC made a $60 per share unsolicited offer for the owner of luxury hotels, clubs and the storied train-line business. Indian Hotels at that time also made an approach regarding a partnership or other combination of assets.
While the board and management of Orient-Express have changed since the 2007 takeover approaches from Dubai Holdings and Indian Hotels, Orient-Express rejected the most recent bid on similar grounds as the prior offers -- the potential dilution of its brand and divergent management styles.
Orient-Express also last month announced a new CEO after a prolonged search: John Scott III, formerly of Rosewood Hotels.
Media reports out of Mumbai this week said Indian Hotels is weighing a revised offer in the $16 to $18 per share range. That potential bid might be guided by perceived investor sentiment. Cohen & Steers Capital Management, a 13% shareholder, said following the $12.63 offer from Indian Hotels that the company should consider selling at a price that approached $18 per share.
The most recent Indian Hotels approach involved backing from Montezemolo & Partners SGR SpA, an Italian private equity fund, that was expected, as part of its participation, to take control of certain assets of Orient-Express in Italy.
Shares of the hotel company traded Wednesday for $12 -- a discount to the $12.63 rejected offer but still well above its roughly $9 per share value before the revised bid in mid-October.
Comment was not available from Indian-Hotels. Orient-Express had not received a revised proposal as of Wednesday.
The primary risk with the situation remains that Orient-Express can legally defend a rejection of any bid regardless of the position of shareholders. The company controls about 64% of its own vote through a subsidiary controlled by a "sub-board" of the Orient-Express board. Orient-Express is incorporated in Bermuda and the share class structure that allows its board to control its own shareholder vote was challenged in 2008 by hedge funds D.E. Shaw & Co. LP and CR Intrinsic Investments LLC and upheld by the Bermuda court in a 2010 decision. As a consequence, Indian Hotels must follow a friendly takeover path on which it has failed to gain any traction.
French mergers and acquisitions lawyer Laurent Faugerolas joined Dechert LLP. For other updates launch today's Movers & shakers slideshow.
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