America Movil has taken its €7.2 billion KPN bid off the table, pinning much of the blame on an independent organisation tasked with protecting the Dutch telecoms group.
Owned by Mexicon tycoon Carlos Slim, America Movil, on 9 August, made a bid of €2.40 a share for roughly 70 per cent of KPN it didn’t already own.
On 29 August, however, the independent group – Foundation Preference Shares B KPN – complicated matters by exercising a call option issuing it new preferential shares. That gave it a 50 per cent stake (minus one share) in KPN.
The move effectively prevented America Movil from taking control of the Dutch operator.
In a statement, America Movil said it concluded – after “multiple conversations” with KPN management – that the foundation’s actions made it impossible for it to acquire more than 50 per cent of KPN voting rights. As such, the offer was “not viable”.
America Movil said it “considers that the actions taken by the foundation are detrimental not only to all KPN shareholders, but also detrimental to clients, employees and other stakeholders of KPN who envisioned being part of a solid company with long-term vision”.
Wrangling over price has been another stumbling block.
KPN, in a statement, argued it had increased in value since America Movil made its €2.40 a share offer.
The Dutch operator flagged up Telefonica’s improved offer for E-Plus, its German business, which was given approval by KPN shareholders in October.
A September agreement with Dutch authorities, to book a loss of €3.7 billion on the E-Plus sale, also offsets KPN’s taxable income from 2014. Another attractive development, says the Dutch operator.
In a joint statement attributed to chairman Jos Streppel and chief executive Eelco Blok, KPN said: “We have not been able to agree on an offer price, and other terms and conditions, which would reflect appropriate value and minority shareholder protection for selling control of KPN.”
America Movil said it made proposals to address concerns about corporate governance, employment, social policies and minority shareholder protections, but KPN “made any subsequent discussions contingent upon an increase of the offer price”.
The company added that it considered that KPN’s shareholders should be the ones to determine if the offered price was fair, and have the option to sell their shares.
One person apparently familiar with the situation, cited by the Financial Times, suggested KPN wanted a price as high as €2.65 a share.
America Movil is to remain a minority shareholder in KPN, despite the collapse of the takeover bid. It suggests perhaps that Carlos Slim’s group will make a renewed offer at a later date.
It’s a possibility that KPN’s Blok does not rule out.
“I’m not going to say which price we wanted because there is a possibility that we will be sitting around the table again,” he told journalists (quoted by Reuters).