France's GDF Suez SA on Monday, April 16, won over affiliate International Power plc to its buyout offer after raising its bid by 7.2% to £6.4 billion ($10.1 billion).
GDF Suez said it offered 418 pence per share for the outstanding 30% of International Power, up from a 390 pence bid which International Power had rejected on April 4. The new price is a 21% premium to International Power's undisturbed share price on Feb. 29 and 3.5% more than Friday's closing price. Falling within analysts' price expectations, the agreement values International Power's fully diluted equity at £22.8 billion.
"The acquisition of the minority stake in International Power, based on strict financial discipline, constitutes a major step in the development of the group," said GDF Chairman and CEO Gérard Mestrallet in a statement. "It will allow the group to fully capture growth in fast growing markets. The offer is accretive on earnings for shareholders and also establishes a basis for long term and solid growth."
International Power shares had risen 13.1 pence to 417 pence by early afternoon in London. GDF Suez in Paris was up 3.5% at €18.59, valuing its total equity at €41.9 billion.
As well as 418 pence per share, International Power investors will retain the right to a €6.6 per share final dividend.
GDF became the world's largest utility last year after agreeing to contribute assets and pay £1.4 billion in cash in exchange for a 70% holding in International Power. The deal, which was struck in August 2010, included a lockup period excluding GDF from acquiring a further stake in International Power before Aug. 4 this year.
Monday's agreement with International Power independent directors, including their chairman, Neville Simms, circumvents that restriction.
Investec Bank plc analyst Angelos Anastasiou noted that the value of the offer is close to his expectations.
"We see the offer progressing smoothly to its conclusions.....We do not see too much regulatory risk," he wrote.
International Power, of London, generates electricity from plants across 30 countries and had revenue of €16.2 billion in 2011.
GDF Suez plans to finance the buyout from existing cash and bank resources.
The scheme of arrangement takeover requires court and International Power shareholders' approvals. It is expected to become effective in mid-July.
International Power is taking financial advice from Simon Smith, Chris Thiele, Laurence Hopkins and Paul Baker of Morgan Stanley; Alisdair Gayne, Richard Taylor, Matthew Ponsonby and Iain Smedley of Barclays Capital; and William Vereker, Andrew McNaught and Jean-Philippe Favre of Nomura International plc.
In the original 2010 deal with GDF Suez, International Power had turned to J.P. Morgan Cazenove Ltd., Morgan Stanley and Nomura.
International Power's legal adviser is a Clifford Chance LLP team led by David Pudge and Brendan Moylan, who also worked on the original 2010 deal with GDF Suez.
GDF Suez's financial advisers include Rothschild's Grégoire Chertok, Grégoire Heuze, Frederic Tengelmann, Richard Murley, Stuart Vincent and Chris Alonso; and Ondra Partners' Benoit d'Angelin, Michael Tory and Adam Gishen. GDF Suez had used Rothschild and Goldman, Sachs & Co. for its original 2010 purchase of International Power.
GDF Suez received legal counsel from a Linklaters LLP team led by Marc Loy in Paris and Iain Wagstaff in London.