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Freeworld Coatings Buyout Collapses

Friday, June 25, 2010

Shareholders of Freeworld Coatings Ltd. have killed a planned takeover of the company by the investment group Bidco.

Freeworld, based in Johannesburg, South Africa, issued a statement after the shareholder vote June 14, reporting that the deal “has not been approved by the requisite majority of votes.”

Without shareholder approval, “the scheme will not be implemented,” the statement said. “As a consequence, the Bidco offer has lapsed.”

Freeworld Coatings, formerly known as Barloworld Coatings, is an international marketer of decorative, automotive and industrial coatings. With factories throughout sub-Saharan Africa, the 118-year-old company serves that region as well as Australia and China and exports products worldwide.

The shareholders’ “no” vote came just three days after Freeworld  announced the possibility of a competing bid for the company by a still-unnamed party.

“The directors intend to investigate the ability of the competing bidder to make a competing offer and the details relating to such an offer,” the company said. “Shareholders are accordingly advised to exercise caution when dealing in their Freeworld shares until a further announcement is made in this regard.”   

Bidco, a private equity consortium led by private equity funds under the management of subsidiaries of Brait Societe Anonyme, announced March 31 that it planned to acquire all Freeworld shares not yet owned by it or its holding company, VVT Infrastructure Investments (Proprietary) Limited. Those parties own 18.86% of Freeworld’s shares.

The deal received unconditional approval last month from South Africa’s Competition Commission, according to a joint statement by the parties. The deal was expected to close in July.

Bidco’s terms of the deal were apparently non-negotiable, however. On June 3, Freeworld told shareholders that Bidco had notified the company in writing that it was holding fast to both its bid (R10.45 or $1.38 U.S. share) and the timing of the deal.

Bidco released no separate statements about the purchase. After the vote, however, Brait CEO Anthony Ball told Moneyweb.com: “We're disappointed, but that is shareholder democracy.”

André Lamprecht, CEO of Freeworld, did not say whether the possibility of a competing offer had driven the shareholders’ rejection of Bidco, the web site reported.

“Clearly, the company is of interest,” Lamprecht told Moneyweb.com. “We are not yet in possession of a firm offer but were required to notify shareholders that somebody might be considering something. I can't say if shareholders were waiting for something better. Only they can answer that.”