Reuters reports that shareholders in French reinsurer SCOR approved the remuneration package of CEO Denis Kessler during the company’s AGM. However, the article highlights that only 54 percent of the shareholders present at the meeting approved the pay package. CIAM had requested shareholders to reject the pay package and to oust Kessler from the Board.Read More
Reuters reports that CIAM has put pressure on French reinsurer Scor after it rejected a friendly €8.2 billion takeover offer from French insurer Covea. CIAM said in a letter to Scor that the company’s management was legally obliged to discuss the offer with Covéa and that its response to the bid was reflective of its poor corporate governance.Read More
Reuters reports that, following Ahold Delhaize’s decision to give shareholders more rights if a poison pill is ever activated, CIAM has dropped its request for an extraordinary shareholders’ meeting to vote on the mechanism as well as its warning that it would seek legal action if its demand were ignored by the company.Read More
At its AGM, Dutch-Belgian supermarket group Ahold Delhaize said that a defence mechanism could be extended indefinitely and without investor approval, rejecting calls from CIAM and others for a shareholder vote on whether to retain a “poison pill” defence option. Reuters reports that CIAM and other shareholders in opposition of this could ask a judge at Amsterdam’s Enterprise Chamber to call an EGM to vote on the matter.Read More
The association for Dutch retail investors (VEB) joins CIAM in demanding that Dutch-Belgian supermarket operator Ahold Delhaize submits any decision about renewing its poison pill structure to shareholders’ vote. Reuters also reports that CIAM wrote in a letter to management that the poison pill structure depresses shareholder value in Ahold.Read More
Reuters reports that CIAM has filed a complaint in Paris criminal court on behalf of minority investors in telecoms company SFR Group over the misuse of SFR's assets by majority shareholder Altice, referring to the treatment by the Dutch group of an 80 million euro antitrust fine, an office move and its intention to trade the SFR brand for Altice.Read More
Reuters reports CIAM’s claims regarding Walt Disney Company’s offer to minority investors in Euro Disney to buy out the company at 2 euros per share – a 67% premium to the Paris theme park operator’s share price on February 9th – stating that the minimum acceptable price would be 2.50 euros.Read More
Reuters Breaking Views
by Neil Unmack
Disney is behaving like Scrooge McDuck with its French investors. The maker of “Mickey’s Christmas Carol” wants to buy out shareholders in Euro Disney at a price that may downplay the Paris theme park’s potential.
Euro Disney’s share price has fallen 94 percent in the last 20 years. One shareholder, hedge fund CIAM, is suing the parent group, and argues the Paris attraction is managed to benefit the Walt Disney Company at the expense of other shareholders. Now the U.S. parent, which owns 86 percent of the French entity and is also a creditor, is offering to buy out minorities at a premium of 67 percent, or 1.6 billion euros.
Were Euro Disney merely an unprofitable theme park, that might look fair. Add in debt of 1.2 billion euros, and the enterprise value of 2.8 billion euros is about twice the revenue Oddo Securities forecasts Euro Disney will make in 2017. That multiple is in line with the leisure sector, but generous for a business that, after capital expenditure, hasn’t generated free cashflow since 2011.
Two things suggest Disney is taking investors for a ride. First, it takes fees for licensing that CIAM says are between double and quadruple the market rate of around 2.5 percent. One board member resigned recently citing the park’s dismal profitability. Then there’s property. Euro Disney has a contract to buy, develop and sell over 1,000 hectares of Parisian land. A study commissioned by CIAM reckons that could be worth 1.9 billion euros. Disney disagrees with these arguments, and points out that the French market regulator has approved a lower price.
Assume Euro Disney can grow EBITDA to 210 million euros in 2018, which would imply a plausible margin of 15 percent. On an ungenerous multiple of 10 and including the land, the total value could be about 4 billion euros, or 2.8 billion euros after stripping out net debt.
Fair value is a useful yardstick, but battles with minority investors often come down to the price it takes to make a nuisance go away. Many of Euro Disney’s shareholders stick around as much for the theme park discounts as the shareholder returns. Disney can afford to be a little more generous, but Scrooge-like changes of heart only happen in fiction.Read More