It seems that Nils Pratley writes only about this issue and isn't perhaps our 
biggest fan either.

 

Rich

 



Glazer must stare down Irish as takeover rests on a knife-edge 

Nils Pratley
Thursday February 17, 2005
The Guardian <http://www.guardian.co.uk>  

Malcolm Glazer's takeover proposals have been rejected twice by the Manchester 
United board; the supporters have hanged him in effigy from the Stretford End; 
even the Irish investors, who would be big financial winners from a takeover, 
are giving lukewarm signals. 

But the American has not given up. All the signs are that he will return with a 
slightly revamped offer once his advisers have completed their inspection of 
United's books that began this week. 

There is one indicator that will give Glazer's camp encouragement and alarm 
many United supporters: the share price refuses to fall. It hovers where it was 
last Friday, the day United's directors said they were "unlikely" to support 
Glazers' plans. 

The message in the stubborn 270p price is this: stock market professionals 
think there is still a reasonable chance of United being taken over at 300p or 
more. If Glazer had been properly defeated, one would expect to see it sink 
below 250p, maybe 220p. 

After all, it is not as if there is a queue of alternative bidders with skins 
thick enough to brave fans' hostility. If Glazer is dispatched, the display of 
fan power at Old Trafford may have made United immune to takeover for years. 

It is also apparent that Glazer and his son Joel, who is fronting the offer, 
have not given up hope of winning a recommendation for their proposal from the 
United board. For the time being the high-risk option of a hostile bid does not 
seem likely. 

So why does Glazer think he still has a chance of reversing the board's 
opposition? For all the bold language in last Friday's statement, the directors 
shifted on one key issue: Glazer was granted access to United's books even 
though his business plan was branded "aggressive" and potentially "damaging". 
Similar words were used by the board in November to refuse Glazer's request for 
due diligence. The U-turn was explained in the statement: "The board believes 
that . . . a majority of shareholders would want the board to permit its [the 
proposal's] development." 

For "a majority" read JP McManus and John Magnier, whose Cubic Expression 
investment vehicle has a 29.1% stake. In effect, the board thinks McManus and 
Magnier would want the books opened. That, presumably, is based on more than a 
hunch, even though it is understood the Irish were not formally asked for a 
view. 

It may explain why McManus and Magnier broke their usual habit and volunteered 
a brief public comment. "This announcement changes nothing," their spokesman 
said. "We continue as long-term investors in Manchester United." 

The phrase "long-term investors" committed them to nothing; any investment can 
be described as long-term up until the minute it is sold. 

Maybe there is a chink of light there for Glazer. What, for example, would the 
board do if the same "majority of shareholders" expressed a wish that the board 
recommend, however weakly, a 300p-a-share bid? So far United's plc chairman Sir 
Roy Gardner has not been pushed into that corner. From Glazer's point of view, 
the board statement could even be seen as containing a hint of potential 
compromise. It said: "In determining its advice to shareholders in the event of 
an offer, the board will have to consider the offer in light of Glazer's 
business plan and its intentions in respect of the future development of the 
club. 

"The board would expect to receive further clarification on both these factors 
from Glazer following due diligence. The board would seek assurances and 
protections in these areas if an offer were to proceed." 

Could such assurances and protections wring a grudging recommendation from a 
board under intense pressure? Glazer is already dropping hints about what might 
be offered - a pledge on ticket prices, a guarantee on transfer budgets, an 
undertaking not to sell and lease back Old Trafford. 

Even so, there are compelling counter-arguments to the idea that the board can 
be squeezed into submission. The main one is that directors' opposition is 
based on Glazer's financing, notably the �300m of principal debt. A few pledges 
on ticket prices would not alter the analysis that Glazer's business plan could 
put "direct and indirect financial strain" on the club. 

Gardner, advised by the City lawyers Freshfields, seems wedded to the view that 
the board's primary duty is to United, the club and company, rather than its 
shareholders. That would seem to allow the directors freedom to ignore pressure 
from investors. Moreover, in Gardner United seem to have a chairman who is 
determined the club should not be sold on his watch. 

It means Magnier and McManus still hold the balance of power but there is an 
understandable fear of them being painted as wishing to sell United behind the 
backs of the board and the fans. 

Irish neutrality remains Glazer's biggest problem. He would love them to turn 
some heat on the board but he is fighting a lone battle. The real test of that 
neutrality may come only if United's share price starts to fall or Glazer 
threatens to walk away. At that point sitting on the fence becomes an expensive 
business.

 



[Non-text portions of this message have been removed]



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