Shareholders Are Being Fleeced

Published in Investing on 29 May 2012

Private investors are getting a raw deal from recent takeover approaches at discount prices.

I can think of at least four situations at the moment where companies are being taken over at prices that leave you agape at the sheer audacity of it all.

Each is different, but each has one thing in common -- private investors are getting a raw deal.

There may be more crazy deals if you look down the takeover panel's disclosure table, which shows details of all ongoing takeover situations. These are just four I'm aware of, as I either own shares or have considered doing so. In each case, the takeover approaches look like leaving me in a small profit, but that's not really the point. As investors, we weigh potential risk versus reward, and a bid approach usually outs the value and then some. But not in these cases, in my opinion.

Let's have a closer look at the four by descending order of market capitalisation:

1. Invista Real Estate

I took a closer look at the potential value in Invista Real Estate Investment t Management Holdings (LSE: INRE) six weeks ago with the shares at 8.5p. This was lucky timing.

On 23 May, an offer came in at 12.5p per share from Internos Group. So it may seem as if the premium of around 55% over the previous day's closing price was a good deal. But, as I pointed out in April, the net asset value is over 24p a share and net cash is around 13p per share.

And to make matters worse, we were told this is effectively a done deal as the bidder has received total irrevocable undertakings for almost 80% of the Invista shares. So unless a bidder emerges quickly with an offer 15% or more than 12.5p, it's a deal -- and we private investors are left with the feeling of our pockets having been pinched by institutions.

2. Morson

Even worse is the potential takeover of Morson Group (LSE: MRN) at 50p per share. I took a closer look at Morson as one of four shares that I thought could double back in January at 43.6p.

At the time, I pointed to the wisdom of aligning one's interests with the owners, stating that the father and son, chairman and CEO, together hold over 46% of the shares. How wrong I was. I also pointed out that the forward price-to-earnings ratio was less than four and that the company stood at a discount to its net tangible asset value (NTAV).

The irony now is that the company is being bought back by a company controlled by the father and son at a price around the NTAV. Morson was floated at 160p in 2006 but cancelled dividend payments last December, causing the share price to almost halve to 40p.

So it's easy to see why private investors are again feeling like they've been mugged; a feeling articulated by one shareholder who blasted the bid in the Manchester Evening News last week.

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3. Deo Petroleum

The most recent audacious offer comes for Deo Petroleum (LSE: DEO) by Parkmead (LSE: PMG). The deal involves two Parkmead shares for each Deo share. This, it is noted, is effectively a 40% premium to the previous day's Deo closing price.

The trouble is, it values Deo's assets very lowly indeed, causing understandable frustration among many Foolish shareholders who have been discussing the pros and cons of the bid.

The bottom line is that Deo needed capital. But this still looks a far better deal for Parkmead than for the owners of Deo Petroleum.

4. Lees Foods

The potential takeover of Lees Foods (LSE: LEE) was also explored in detailed in a Foolish discussion. The offer of 230p was at a tiny premium to the previous day's closing price of 224p and came from a company formed specifically for the acquisition, which includes the Lees directors.

Fighting back

ShareSoc deserves a great deal of credit for highlighting poor corporate governance in general, and bringing particular attention to the Lees bid.

In all of these situations, private investors feel like they're being fleeced. Perhaps the greatest pity is that such audacious bids and seemingly already "done deals" deter us from investing in any small cap companies. A few rotten apples can spoil it for the whole bunch. But with greater discussion, negative publicity and collective action, there are at least some ways we private investors can fight back.

Let me finish by adding that growth shares ripe for takeover can still provide superb returns -- if things work out! If you would describe yourself as an ambitious investor, then I feel you'd also like this special free report:"Ten Steps To Making A Million In The Market". 

Further investment opportunities:

> David owns shares in Invista Real Estate, Morson & Deo Petroleum. He does not own shares in any of the other companies mentioned.

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Comments

The opinions expressed here are those of the individual writers and are not representative of The Motley Fool. If you spot any comments that are unsuitable hit the flag to alert our moderators.

TrafficCop 29 May 2012 , 3:57pm

Yes it's the "unacceptable face of capitalism" coming out again - and oddly enough even at Lonrho once more (see the ShareSoc blog for coverage of that news item which was in the press this morning).

When directors treat public companies as their own private property, and act in their interests rather than those of the shareholders as a whole then there is something deeply morally wrong in the UK business world. What used to be a rampant problem in larger companies has now migrated mainly to smaller companies particularly AIM stocks where just about anything seems to be acceptable as long as it technically breaches no rules (and the AIM rules are pretty lax to begin with).

tru2me 30 May 2012 , 10:43am

Yes David I am being fleeced with Morson shares.
Considered averaging down but didn't as the TA trend was showing the possibility of further falls but the price seemed to stabilise around the 40p mark.

Now I know why.

Another I got fleeced with last year was Medicsight, whom after years of attempting to get US FDA approval for it's colon cancer investigation software.
When the company finally got approval paving the way for a commercial product the medicsight board almost immediately delisted from the LSE exchange having used investors cash to gain approval!

Comes with the territory I guess?

tux222 30 May 2012 , 12:04pm

DEO is a classic situation: a company caught out on the finance front, being snapped up by another company using its own (over-rated) paper rather than cash. I can't see what's fundamentally wrong here even though I'm on the pointy end. The lesson I'm learning is that especially in these times, pick companies that aren't reliant someone lending more money to them.

snoekie 30 May 2012 , 9:47pm

Trafficcop, are we seeing shades of Dieter again? He ran the company into the ground

More to the point the pay rises would wipe out the profit (the first in many years) made to last September. I voted against the package. For a small company, the original pay was 'very handsome' to say the least, now it it is ludicrous.

nelson89 06 Jun 2012 , 7:32pm

I purchased Encore Oil shares last year. Premier Oil bought them out @ 70p per share with the closing Encore price at 77p. I wish I'd sold when I'd doubled my money before the takeover. I'm sure the management knew about the "undervalue" . As it is, I will break even-just-but it's a reminder to me not to be (too) greedy and watch director dealings.

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