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Investors hope for higher Cogent offer

by Lou Whiteman  |  Published September 1, 2010 at 8:40 AM

BiddingOnTheBlock125.pngHostile bids are all the rage these days, with Hewlett-Packard Co. (NYSE:HPQ) stepping in on Dell Inc.'s (NASDAQ:DELL) planned purchase of 3Par Inc. (NYSE:PAR) and Sanofi-Aventis SA (NYSE:SNY) ratcheting up pressure on Genzyme Corp. (NASDAQ:GENZ).

Wall Street seems to believe it might soon have another target in Cogent Inc. (NASDAQ:COGT), which agreed Monday to be acquired by 3M Co. (NYSE:MMM) for $943 million.

Investors sent shares of Pasadena, Calif.-based Cogent to $11.16 on Tuesday afternoon, above the $10.50 per share cash price 3M is paying. 3M is actually only spending about $430 million for the maker of high-tech identification systems based on fingerprints, palms, faces and irises, as Cogent has about $513 million in cash in the bank.

And while the deal did offer a premium of 18% over the company's Aug. 27 close, some investors note that Cogent traded as high as $10.61 in June and at a 52-week high of $11.33 in January.

The deal values Cogent at about 8.5 times 2010 expected Ebitda and 7.1 times 2011 estimates. Raymond James & Associates Inc. analyst Brian Gesuale notes that Cogent rival L-1 Identity Solutions Inc. (NYSE:ID), which put itself on the block earlier this year and could announce a deal in the coming days, is trading at 11 times its expected 2011 Ebitda, leading Gesuale to believe that either L-1 is overpriced or that the 3M offer undervalues Cogent.

"At first blush, 3M's offer appears light given the range of public takeout multiples in the government technology space this year at 9-14x forward EV/Ebitda," Gesuale wrote in a note to investors. "The firm's proprietary technology, leadership status in a growing [automated fingerprint identification] industry with high barriers to entry, and recent list of wins leads us to believe a higher acceptable takeout price is warranted."

Defense giants L-3 Communications Holdings Inc. (NYSE:LLL) and Northrop Grumman Corp. (NYSE:NOC), government services provider SAIC Inc. (NYSE:SAI) and companies such as Honeywell International Inc. (NYSE:HON) with a large commercial security operation have all been mentioned as potential bidders for Cogent in recent days. Gesuale said he believes the list of potential buyers could be larger, noting that the interest of a government-services outsider such as 3M "signals that a broader swath of companies (such as commercial technology firms) may take a look at Cogent's assets." But 3M would be no easy foe in a bidding war, with nearly $5 billion in cash on its balance sheet. That's a war chest bigger than any of the other potential bidders mentioned. And Cogent, for all its promise, has frustrated investors in recent years. The company's products, which, for example, allow agencies to match fingerprints across databases from around the world in a matter of seconds, are well-regarded, but indecision from government customers has made growth a challenge. And with federal budgets under strain it could be a while before some of Cogent's promise finally translates into growth, a factor that might have tempered interest in the company.

A wild card is Cogent founder and CEO Ming Hsieh, who still owns 38% of its shares. A defense banker not involved in the transaction said Tuesday that there has been talk for years that he was uncomfortable with the spotlight that went along with running a public company, and speculated that Hsieh might have been drawn to 3M's R&D-focused culture.

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Meet the journalists

Lou Whiteman

Senior writer, aerospace, airlines, defense & conglomerates

Lou Whiteman is senior writer covering industrials and transportation, including negotiations between major airlines and the regulatory concerns affecting M&A in the sector. Contact



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