Vodafone Sends Cable & Wireless Soaring 28%

Published in Company Comment on 13 February 2012

The telecoms giant mulls a bid for FTSE 250 rival Cable & Wireless Worldwide.

Despite rising economic, political and regulatory challenges, mergers and acquisitions (M&A) bankers expect activity to pick up in 2012. This follows on from a strong 2011, when global M&A transactions totalled nearly $2.2 trillion, their highest level since 2008.

Indeed, law firm Clifford Chance predicted last month that bidding activity will be boosted by large corporations with strong balance sheets, by cash-rich private-equity companies, and by growing interest from Asia-Pacific firms.

Vodafone runs the rule over C&W

I've been patiently awaiting a flurry of bids and takeovers in the telecoms, media and technology sectors, where market leaders have solid balance sheets and plenty of cash burning holes in their pockets.

Today, telecoms giant Vodafone (LSE: VOD) got the ball rolling, confirming that it was "in the very early stages of evaluating the merits of a potential offer" for rival Cable & Wireless Worldwide (LSE: CW).

The FTSE 100 mega-cap has confirmed that any offer will be made in cash. However, in the usual M&A language, it stated that "there is no certainty that an offer will be made, nor as to the terms on which any offer might be made".

Under the tougher Takeover Code introduced last September, Vodafone now has 28 days to announce a firm intention to make an offer for C&W, or announce that it does not intend to make an offer. Either way, this deadline arrives at 5pm on 12 March.

C&W soars, but hold tight

Whether Vodafone decides to make a firm bid or pull out, the next four weeks are sure to be interesting for shareholders in Cable & Wireless Worldwide.

As I write, C&W's share price is up 28% to 25.2p, valuing the FTSE 250 firm at just short of £700 million. In comparison, Vodafone (up nearly 1% to 174p) is a Goliath, with its market cap exceeding £87 billion.

For the record, here's how the two businesses compare head to head:

CompanyShare price (p)Market value (£bn)PERDividend yield (%)Dividend coverNet debt (£bn)
Vodafone17487.311.05.11.825.5
C&W Worldwide25.20.710.23.43.20.1

With over 398 million customers worldwide, Vodafone towers over C&W, so an acquisition of this size would be a mere bagatelle to the global behemoth. What's more, given the huge gap between their valuations, Vodafone can easily dig deep to win approval from the majority of its smaller rival's shareholders.

Thus, after Vodafone's due diligence, I would expect any formal bid -- if one arrives -- to be priced in the 30-40p range. In the event of a multi-party auction, this take-out price could go even higher. As it looks like this transaction may have legs, I would suggest that C&W's owners sit back, hold on to their shares, and await developments!

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Comments

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globally 13 Feb 2012 , 4:05pm

If Vodaphone decide to actually bid for CWW and all they offer is cash in a range of 30p-40p per share, I for one, would not accept for my own shareholding. At that sort of price, it would be an absolute steal and way below NAV. The prospects for CWW are looking much rosier now and, at the very least, the new Chief Executive should be given the opportunity to complete his brief to remedy past problems and produce the sort of profitability the Company seems capable of generating. The potential and technology is there so why go through all the pain and then sell out cheaply? It's nothing more than an opportunistic approach by Vodaphone which should be turned down out of hand as not being in the best interests of the shareholders and employees.

apprenticeDRL 13 Feb 2012 , 4:11pm

I agree, I for one would not be happy to accept anything below 50p, Vodaphone shares would be attractive perhaps on a 4:1 basis - one can but hope

LastChip 13 Feb 2012 , 4:35pm

As I said in the past, CWW has spare data capacity and I suspect this is what is attractive to Vodafone.

It's a ready made International trunk route of high quality.

With data streaming becoming the future, this capacity should not be undervalued and I wouldn't be at all surprised to see some other players enter the bidding.

Glad I averaged down and look forward to developments, but 30p would be an insult and I would hope shareholders would reject that without a second thought.

drfuzz 14 Feb 2012 , 9:51am

I have the feeling there's a lot of anchoring to buy in prices from the previous comments....

My buy in was 50p, but I would be ready to accept a 30-40p offer - CW is one messed up company I should never have bought in to. I recommend plotting an evolution of the company based on announcements since demerger if you're not convinced. Along with PVCS I think I've learn't more from my disaster holding in CW than from all other shares I've ever held all rolled together!

The vodafone rumor has got all holders excited but some fundamental questiosn are missing: 1. if it's worth 50p per share, or even 2.5bn break up / 80p per share (current press blah blah) why was the price at 20p till last week (and just 15p not so long ago)? Why have there been no other bids (or at least none considered reasonable)? The market may have overdone the fall to 13p late last year based on the interims, but don't think it overdid the fall from 50-60p that took place over the whole year 2. IF vodafone walks away from this, how much will share price collapse (you probably don't want to think about that)? 3. what will we see Thursdays Q3 results, which could be key not only for showing the worst is past, but also for helping VOD with its decision? Remember they're the first under the new CEO, which generally means one can expect the remaining dirt to be dumped in them - here's to hoping theres not much dirt left to dump.

I was awfully tempted to sell out yesterday, but have decided to hold on and see how this plays out, at least for now, but don't want to think how far these will fall if VOD pulls the carpet out.

LastChip 14 Feb 2012 , 2:20pm

Your analysis drfuzz is perfectly reasonable, however, you have to consider the potential for this company, not just it's present state.

With streaming becoming bigger by the day, available bandwidth (particularly across continents) will become a prized possession and I've no doubt, one will have to pay a premium to get it.

IMHO, that's where the value lays in CWW. The rest of it's business has been poorly managed (some would say, not managed at all) and although as confidence slowly builds, it's not going to suddenly explode into a high flyer, it can produce better profits than at present.

CWW has many significant physical assets. It also has high barriers to entry. Don't discount it too harshly.

globally 14 Feb 2012 , 7:35pm

drfuzz - The interims weren't too bad but what really upset the market was the suspension of the dividend. This resulted in income funds having to sell hence the rather dramatic fall. What the Company's Brokers did about the overhang of shares is not clear but a fairly recent newspaper report referred to an overhang of shares having been cleared and the share price did, in fact, rise subsequently. Perhaps they were placed with recovery funds?. Furthermore, CWW is profitable in spite of apparently being poorly managed hitherto but has taken steps to remedy the problem by appointing a new Chief Executive with solid credentials and a brief that, hopefully, will fully utilise its technology and lead to the generation of greater profitability. Vodaphone's approach is not just opportunistic but possibly well timed to take advantage of any hiatus in the improvement in profitability and thereby endeavour to justify a low valuation. As LastChip also comments, CWW has a net asset value substantially above the current share price and technology, for which there is a high barrier to entry, ready to be exploited by Vodaphone on the cheap. The Board should back the new Chief Executive to complete his brief and reinvigorate what was once a really great business. Of course, Vodaphone may just walk away but perhaps, as a result of their very early stage approach, CWW might now be considered by some to be generally "in play".and attract other interest. However that is pure conjecture.

drfuzz 14 Feb 2012 , 11:15pm

I appreciate the comments and the optimism, after all I do hold the shares. But I just rechecked my analysis and quoting from my notes without re-interpreting following interims.... 624m of exceptionals at interim. 424m tangible NAV, 900m including intangibles. Expectations going forwards profit of 65-115m before tax and more importantly exceptionals (which might include more writedowns, of course)... 65m p.a. after tax. Fair value hard to judge but anywhere between 20 and 37p depending on if more bad news to come. I don't think one man is likley to turn CW around so drastically, so will adhere to my fair value and would be happy with between 30 and 40p.

globally 15 Feb 2012 , 12:01pm

drfuzz - According to John Pluthero in November 2011, at the time of the Interims " the underlying business is strong, we are retaining customers whilst winning new ones " And do you really believe that the write downs of £624m were inadequate and are likely to be followed by more of the same at the year end? I would guess that the incoming new Chief Executive would have made sure that no skeletons remained in the cupboard before he took over and that all eventualities were covered. I have a feeling and its no more than that, that CWW is slowing starting to recover its former poise even though conditions generally remain difficult. Even if I am only half correct, it would be ridiculous to allow Vodaphone, or any other interested party, to acquire it on the cheap and I, for one am not a seller. As I'm sure you know, there have been numerous occasions over the years where competent new management in an ailing company has had a very significant effect on profitability and, consequently, the share price. CWW is a world class business with potential and Vodaphone sees how that potential can be exploited, Their approach, such as it is, is opportunistic and well timed but the Board of CWW should stay firmly behind the management and allow it to complete the task it has been set of putting the Company back on a growth path.

drfuzz 15 Feb 2012 , 1:37pm

You'll forgive me if I don't buy into a word that John Pluthero says. After all, this is the same guy who sat as chairman while the board rediverted shareholder funds into their pocket, then took the job of CEO with a lofty salary being branded as the saviour, only to leave 6 months later having managed to cut the share price by another 60%. That statement can mean just about anything you want it to, like "we are keeping old customers and getting new ones, but are margins are down / they're spending less cos they're using competitors services at the same time" etc etc. Those interims were horrible and out of the blue, you saw 600m of assets wiped off the balance sheet in the drop of a hat (about 40% of total balance sheet value at that point in time), and the fall in share price reflected that. CEOs coming into crisis companies tend to make sure they get all the remaining dirt out asap rather than make sure there's nothing left to come out... though based on the size of the interim writedowns, I agree with you that it would be surprising to see large writedowns... well, we will find out tomorrow.

All I can say is each to their own, but will also pose you a question? Are you buying at the current price (ca 27p)? If the answer is no then you might want to think carefully about what CW is worth - after all, if it really is above 40p in your opinion then surely you should be adding. For the record, following interims I decided not to top up at any price until after tomorrows results - and contingent on the fact that the circus is over... and even if it is, I will not be topping up at 27p....

alsirat 15 Feb 2012 , 2:05pm

Everyone seems to agree that John Pluthero and his senior management were almost totally useless at their jobs. If that is the case how did he manage to stay in charge of the company for so long and how did he end up getting paid so much? I think the chairman of Barclays said that the employees of banks had run off with all the profits and the shareholders got diddly squat. It seems JP and co could even teach Barclays a thing or two.

globally 15 Feb 2012 , 5:44pm

drfuzz - Don't get me wrong, I'm not defending the record of the previous top management . That speaks for itself. What I'm more interested in is the situation here and now and whether CWW is at a turning point in terms of professional management making the Company's assets sweat and generate the sort of return shareholders should rightly expect. We shall all know very shortly whether any progress has been made in that direction, and if not, why not. So we should have an idea of the sort of defence CWW could mount if an offer in the range 30p-40p was forthcoming. The "surgery" at the time of the interims appeared to be very comprehensive and, as I said previously, I really would be very surprised to see any further large writedowns. I totally agree with you that words mean nothing if not backed up by action but I do get the impression, and it's only a gut feeling, that CWW is very slowly starting to regain its former poise. If that feeling proves baseless, then I suspect that CWW's days as an independent company may well be coming to an end in the not too distant future and shareholders will once again be on the receiving end of apparently poor past stewardship. As to your question about whether I have added to my shareholding recently, the answer is no. It's very rare for me to chase shares down particularly if it means selling something else to do so. In fact, the last time I did that was to buy Barclays at 57p to reduce my average cost price to about 110p. At 14p CWW looked like a great trading opportunity but at 27p it doesn't currently meet one of my personal long term investment criteria, namely, pay a dividend and it is still unclear when, or if, the dividend will be reinstated. However, at this juncture I'm happy to continue holding my original stake.

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