A week ago, a group of investors bid $1.4 billion for the Malmö, Sweden-based company, which has been public for little more than a year following a spinoff from parent Securitas AB, saying it would be better off private. ESML Intressenter AB, led by EQT Partners, includes listed holding companies: Melker Schörling AB, Investment AB Latour and SäkI AB. The group offered 26 Swedish kronor ($4.13) per share. Chatham, N.J.-based Pennant said Wednesday Securitas Direct was easily worth more than Skr40 per share, based on cash flow projections. The firm, a 6.5% shareholder of Class A and B stock, urged that the offer be rejected, advocated for change in the company's capital structure outside of a sale and petitioned the committee to drop its adviser SEB Enskilda, which it claims is conflicted. (EQT, Pennant points out, is the private equity fund of the Wallenberg family. Two Wallenbergs also serve as chairman and deputy chairman of the bank.) Latour is the company's largest shareholder with 7.5% of the capital and 12.2% of votes, while Melker Schörling and SäkI own 4.5% and 3.5% of the capital, respectively, and 10.9% and 17.4% of votes.
"We encourage the committee and its advisers to expose the offer for what it is: a blatant attempt by insiders to take advantage of investors focused on inapplicable valuation metrics," the statement said.
The news comes a day after Lakewood Capital Management LP, a smaller shareholder, sent a letter to the board's chairman saying it refused to tender its shares. Meanwhile, ESML's bid acceptance period ends at the end of January. — Carolyn Murphy
See TheDeal.com story Nov. 13 about the bid