Fraser Thorne, CEO at Edison Group
According to accepted financial thinking The Efficient Market Hypothesis (EMH) asserts that, at all times, the price of a security reflects all available information about its fundamental value. So current prices are the best approximation of a company’s intrinsic value.
If that is true then why are so many companies being taken over at values of up to 70% more than their stock market price?. What is the market missing? Either accepted economic thinking is wrong or it is suffering from a period of abnormality or maybe something more fundamental is taking place. Something which challenges the hypothesis of existing theories as to how share prices are created.
In recent months FTSE 100 businesses G4S and Royal Sun Alliance (RSA) have both been bid targets with insurer Hastings Group Holdings plc and Urban&Civic plc falling to earlier bid, following other leading industry names such as Macarthy & Stone . Even the doyenne of roadside assistance the AA was finally taken off the market following a 6 year downhill journey.
A common feature is the gulf between the company’s stock price when the bid was launched, and the stock price offered by the potential acquirer. Yet if companies took advantage of the IR resources at their disposal, which have been significantly enhanced as digital capabilities have been developed as a result of COVID-19, this share price gap would have been considerably narrower or the companies might not have been the subject of a bid at all – potentially saving millions in defence fees.
Struggling stock prices have, of course, been a key stock market feature during the pandemic. Like many listed companies, G4S´s stock price fell sharply in the spring and then gradually recovered in the early summer to around 110p – still well short of the 200p at the start of this year – when Gardaworld made its first bid of 145p. Gardaworld’s final bid in December of 235p a share, was not enough to win the competition with Allied Universal trumping them at 245p cash. A 70% premium to G4S’s share price when Gardaworld’s first bid was made. The stock now trades at 257p implying some believe the bidding war may rumble on.
Similarly, Urban&Civic received a bid of 345p from Wellcome Trust, a 64% premium on its trading price at the time, RSA a joint bid from Intact Financial and Tryg, of 685p, a 49% premium and Hastings a 250p bid from Dorset Bidco, a 47% premium.
While the AA bid was at a premium of 40% to its price 4 months prior or 230% from its lows in February. Even serial underperformer Talk Talk was taken over at a 16% premium.
Having reviewed a number of deals over the past six months most had a bid premium of over 40%+ which compares with an average of 15% for the previous two decades.
Takeovers are natural part of corporate development and a key requirement for markets to function efficiently. But their value to shareholders has to be set against the recognition of the underlying value of the business before the bid is made. A premium is normal and is normally required for control but what is most notable is the scale of such premiums. Such price mismatches challenge the foundations of economic thinking, the market is not efficient.
A 10% bid premium is good, 15% very good and anything north of that is exceptional but this depends on the underlying price before the first bid is made. Numbers in excess of 20% suggest the underlying stock is mispriced and therefore the stock market is inefficient. This is hard to fathom in age of open access to so much information but the numbers demonstrate a dislocation between the stock markets value what others are prepared to pay for exactly the same assets.
True, bid prices are not always representative of the value of a business and its future cash flows might improve as a result. But one has to review the fundamentals of stock market valuations when the world’s largest security business can be undervalued by 200%+. Does the market lack the relevant information about the business outlook to make the same assessment as the bidder? Is it that the market is dominated by analysts whose collective glass is half empty? Or maybe it is the risk averse nature of large, bureaucratic investment houses who hope to demonstrate their precise calculations to reassure fund holders that they are looking after their savings.
Some of the quoted discount results from the public/private differential of the cost of capital and the tax treatment of debt v equity. But perhaps a more obvious challenge has to be met by the companies and their boards’ – make sure everyone recognises your value, not just a potential bidder.
With as much investment now funded via debt (PE) as by quoted equity financial theories need a much wider lense. The efficient market hypothesis can only be applied to the market if investors and analysts incorporate the activity of the wider economic and investmsnt market. This must include the valuations applied to private companies. It is a great irony that in the age of the internet he time when more and more information is freely available to all markets are seemingly becoming less efficient.
The cost of private v quoted capital plays a part as does the massive growth of private equity v quoted funds, with active money halving in percentage terms in the last 20 years.
EMH theory came to prominence at a time of relative stock market stability, before international takeovers had come into vogue and in a time of greater higher interest rates.
US Mergers since 1897
According to Keynes “markets can remain irrational longer than you can stay solvent” and while they may re balance in the long run they can experience long periods of price dislocation. We are not talking days but months or even years in some extreme cases. Long enough for those closest to the business (the board) to highlight the error and try to rebalance it.
If the stock market cannot see the value opportunity then maybe it is not being given the full picture. When that is the case then it is the obligation of the board to put the market right, yes the business needs to deliver what it promises but the other side of that is to highlight to investors how they will long term returns for shareholders.
While public perception may be that M&A deals and takeovers are decided by thrusting company directors, brave bankers and diligent lawyers, heroically fighting their corners in smoke filled boardrooms.
The reality is that these situations can only arise either when resources are scarce ie a mega merger between two dominate indsurty players scarping over a low growth or shrinking market or if one neglects its duty to achieve a proper value for its shares in the most public of arenas the stock market.
Certainly, the current gulf between share and bid prices suggests that management teams are not doing enough to properly communicate the value of their business to the wide variety of investors, which have holdings in their company.
In these uncertain economic times, clear and direct communication with investors is more important than ever. But not only do management teams need to communicate effectively with their existing investors, reaching out to potentially new investors who are likely to back an existing management team is also important.
A healthy share register is a diverse register incorporating all types of investors from retail through to the large institutions. This means reaching out to a wide and fragmented audience. The modern investment landscape is increasingly characterised by new and exciting pools of capital. The growing significance of these new pools and the value of funds they represent is magnified as a result that active funds have shrunk as a percent of global funds under management by up to 30% in the last 20 years. Boards should focus on building a more diverse and engaged share register, reach out beyond the more mainstream institutional investors to include, family offices, private wealth managers and the end individual investor herself. To ignore this part of the market could be the difference between success and failure in a bid, just ask the board of GKN.
To address these issues, the IR industry has been adopting to a new level of innovation and tech-enabled solutions to respond effectively to these demands. For example, Edison has developed a new market-leading digital approach, which harnesses the latest in data and tech-driven tools, effectively transforming and enhancing the firm’s IR capability to not only efficiently reach out to existing holders but also to target new investors, which in an unwelcome bid situation could make all the difference between independence and redundancy.
Edison’s starting point is to monitor the behaviours of tens of thousands of investors by using smart targeting, with algorithms identifying not just interest but interest with intent to buy. These ‘propensity to purchase signals’ are detected via Edison’s digital content tracking system, InvestorTrack® and layered over market activity and fin depth knowledge of funds flows.
The recent spate of high premium bids highlights management failures to invest in their capital market communications. It is not sufficient to concentrate on the top holders, nor to assume that exhaustive meetings with the sell side is an effective way to get your message carried to the wider market, in the format you want.
Initiating a bid is expensive, even more so defending one. The combined advisory fees alone in the G4s bid are estimated to be in excess close to $30m or close to the annual IR budget of the combined FTSE100. If the FTSE was repriced to close the average bid premium of the last two decades then it could increase in value by more than £300bn.
So, the choice appears straightforward: implement a long-term IR strategy, utilising all the modern digital methods now available to robustly communicate a company’s commercial case and strategy so the business is as fully valued as possible, or neglect this and risk a future bid and if it transpires then spend potentially millions of shareholder funds in fees in a possibly futile attempt to protect the company’s independence. If I was part of a senior management team, I know which option I would choose..
FIVE PITFALLS PROFESSIONAL SERVICES MUST OVERCOME DURING THE PANDEMIC
By Andy Campbell, global solution evangelist at FinancialForce
The pandemic’s impact on the global economy has, and is continuing to be, one of the most severe in modern history. To put this into context, economists have already asserted that it has been three times more severe than the financial crisis of 2008, and we’re not out of the woods yet.
Even before the pandemic, businesses were navigating a wholly different landscape. The shift to a services economy, alongside the increased expectation for higher quality customer service and experience, were already piling on the pressure. Throw the pandemic, and subsequent shift to remote working into the mix, and the need to make changes – and fast – becomes even more explicit.
Much like the natural world, adaptation is key to businesses’ survival during periods of turmoil. Many services companies aimed to improve certain business functions and processes by beginning to adopt cloud-based systems, with a particular focus on the front-office. Although this is a positive development towards process optimisation, inefficiencies will remain until enterprises unite around one overarching cloud strategy.
Creating that strategy and employing it, particularly at pace, is not the simplest process, and there are common pitfalls that many businesses, especially global ones, are likely to encounter.
Outdated and error-prone processes
Operating at a global scale comes with its own unique challenges. Regional teams on the ground with their own local capabilities and knowledge are a benefit for multinationals, but a side-effect is that they often develop their own tactical, highly localised solutions. These run alongside those systems operating at a global level and cause friction.
This friction is most commonly seen between the delivery level, where quick fixes take place, and the global level, where greater consistency is needed. A disjointed approach to applications development leads to inefficient business processes, as well as centralised solutions that are rigid and difficult to maintain.
The business world turns at a rapid rate, and out of sync processes slow down a firm’s ability to respond to quick-fire changes. A fragmented systems architecture, for instance, impacts data quality, as well as its timeliness. Outdated and potentially incorrect data leads to delays and misinformed decision-making. Instead, a unified strategy is required to oversee the entire opportunity-through-delivery process and ensure decisions are based on accurate and timely data.
Front and back office – forever separate
Disparate systems, data sets and processes also lead to conflicts between the front and back office. Both offices are all too often siloed, preventing optimal visibility across the organisation throughout the sales-to-delivery process. As each is working with different datasets, in terms of both accuracy and detail, it can counteract the contributions made to business growth, and act as a barrier to the development of fresh new services.
By creating opportunities for an exchange of information between the front and back office, businesses can ensure that there is collaboration when comparing data between the two, enabling more opportunity for development and seamlessly tying the front and back office together.
Shortcomings in customer experience
Customer experience is further cementing itself as a key competitive differentiator in businesses across sectors. However, elevating customer experience calls for more than just using spreadsheets and custom software to manage the delivery process. These methods restrict the company’s flexibility when confronted with changes to the market or customers’ needs.
Maintaining agility in customer interactions is a crucial step towards success to ensure that they remain informed at any given time. By deploying a single system to oversee the whole opportunity-through-delivery process, an organisation is able to deliver cohesion and unity throughout the customer service.
Disorganisation in ongoing projects
The trifecta of remote working, complex projects and project managers with unique methods of monitoring progress, has resulted in a decrease in visibility into project status for many businesses. Subsequently, employees often end up using ‘side systems’ to complete tasks, which brings difficulties as these systems are not completely integrated into the global process.
The problems initially formed from a lack of clarity into projects soon manifest themselves into most areas of the organisation. For example, being unclear of when projects will be completed or what resources will be needed and when will eventually hinder the success of future projects. Misunderstandings surrounding available capacity can cause sales teams to over- or under- sell the sales quota, bringing additional problems for the delivery team.
The negative impact this can cause both for resource utilisation and the effectiveness of project delivery are considerable. In order to optimise the delivery of both internal and external service projects, businesses should look to deploy robust platforms for management and automation that can organise workflows and create greater visibility.
Revenue leakage is often referred to as ‘the silent killer’ of businesses as, unless you’re looking for it, it can remain unnoticed until it’s too late. Disregarding the importance of looking for revenue leakage is a common error that needs to be rectified as it can occur at any time throughout the customer lifecycle and cause substantial damage.
Gaps may commonly appear between sold revenue and earned revenue that, at first, may not appear to be a major cause for concern, but can eventually result in significant revenue loss.
Causes of revenue leakage include problems with data entry and detached systems, to name just two. Organisations which lack a single system to oversee business functions such as planning, producing, and selling, are in danger of seeing revenue leakage.
To avoid these five faults, financial services organisations can benefit from using the right cloud solution to encourage collaboration between the front and back office, enabling them to balance real-time resource demand against resource capacity, forecast capacity long into the future, and more easily convert won opportunities into billable projects.
The past year has made it clear that increased flexibility and agility should be a priority for organisations to keep up with any unforeseen developments, no matter how unlikely they may seem.
HOW FINANCE TEAMS CAN UTILISE MODERN TECHNOLOGIES TO PREDICT AND MITIGATE RISK
Carol Lee, CFO of Wrike
There is no denying that the finance function plays an important role in every aspect of ‘doing business’. Although much of ensuring strong financial health, tracking revenue, and managing budgets will take place behind the scenes, all are key ingredients which, ultimately, determine whether a business is successful. This is even more relevant in today’s climate.
Thanks to the ongoing pandemic and resulting economic flux, each and every business has faced financial challenges in recent months. As revenues continue to falter, budgets are tighter than ever and profitability is essential.
Amid the economic uncertainty, CFOs and finance teams are set to play an important role in recovery efforts moving forward. Ensuring financial wealth and a solid revenue stream has never been more important. For many, it has also never been more difficult to achieve.
The modern finance team needs to be about far more than month-end and retrospective quarterly reporting. The pandemic has highlighted how important this statement is, with sudden shifts in consumer demand for certain products and services driving drastic changes in revenue for many businesses. For example, at the beginning of the pandemic, many supermarkets will have seen their revenues increase, whilst restaurants and gyms witnessed significant dips following necessary closures.
In order to survive this time of turmoil, finance teams need to be able to quickly and efficiently adapt to these changes in customer behaviour. Planning projects that are expected to yield profit is no longer enough. Finance teams need to ensure that these projects maintain profitability throughout their lifecycle, controlling financials from the planning phase through client delivery. As such, tracking budget spend in real-time in order to keep margins positive and meet customer expectations is key.
Visibility needs to be front of mind, especially in our new remote working landscape, where face-to-face communications has had to take a backseat. The right performance metrics, delivered on time, can enable finance teams to track and obtain a deeper understanding of how projects and finance strategies are progressing and delivering against set objectives. They can help to determine stress points in the business and articulate events and triggers for certain financial actions to be taken.
When utilised alongside the right modern technologies, they can even help to save projects that aren’t delivering, flagging potential problems and recommending where adjustments should be made.
Predicting and mitigating risk
Whether it’s unforeseen additional costs, tight margins, or budget burn, these are the factors that can make or break the success of a project and, ultimately, a business. By using real-time insights, finance teams can play a pivotal role in keeping the entire organisation on track. In order to take this one step further and mitigate any potential risks before they wreak havoc, finance teams need to be able to predict and plan for a series of different outcomes. This is where modern technologies, such as artificial intelligence (AI) and machine learning (ML) can help.
Tools with these technologies can help finance teams to get one step ahead and tackle at-risk projects before they cause any issues. By identifying signals and patterns based on hundreds of factors – including past campaign results, work progress, organisation history and work complexity – they provide extremely timely diagnosis and help to minimise risk throughout the entire organisation. For each project, an automated risk assessment prediction will be issued. For both medium and high risk levels, the machine learning model will also provide a list of factors that could contribute to potential delays. The insights that these reports provide can help to save entire projects.
Once a finance team knows what the potential risk might be, they can turn their attention towards what is truly important – managing and mitigating it. This can be done by assessing a project’s ‘risk tolerance’. Put simply, how much risk can you allow before you need to act. This is an essential part of any project management process, helping finance professionals to decide on the most effective response and ensuring that resources are being used in the most effective way.
As organisations across every sector fight to get back on their feet post-pandemic, ensuring long-term profitability will be a key focus. Many businesses will turn to their finance teams to lead the charge and provide the solutions and recommendations which will ensure future economic survival. As such, having a plan in place to make sure that all projects stay on track and that any potential risks to the business are mitigated before they cause a problem needs to be a priority. By investing in modern technologies – such as AI and ML – today, finance teams are setting themselves up for success tomorrow, no matter what is around the corner.
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