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08/07 10:53 Kvaerner Offers NK6.3 Billion for Aker Maritime (Update5)
By Beate Schjolberg
Oslo, Aug. 7 (Bloomberg) -- Kvaerner ASA, Norway's largest oil-equipment maker, made an unsolicited bid of 6.3 billion kroner ($708 million) in stock and assumed debt for Aker Maritime ASA, raising speculation of a takeover battle between the two rivals.
Aker Chairman Kjell Inge Roekke, known for buying undervalued companies to break them up, through Aker last month bought 26.4 percent of Kvaerner. Today, Kvaerner bid 0.79 of a share for each Aker share, 22 percent more than Aker's closing price on Friday. Roekke's holding company, which owns 63 percent of Aker Maritime, rejected the offer as too low.
After more than a year of failed merger talks, self-made billionaire Roekke and Kvaerner Chief Executive Kjell Almskog are fighting for control of a combined company. Both Aker and Kvaerner lost money last year as oil companies withheld spending on rigs and similar equipment and now need to cut costs, analysts said.
``It's not a surprise that something would happen in this struggle. Industrially, it really makes sense,'' said Kjell Erik Eilertsen, an analyst at Christiania Markets. ``Perhaps it's the beginning'' of counterbids between the two.
Kvaerner shares fell 3 kroner, or 2.5 percent, to 117, bringing its market value to 10.4 billion kroner and cutting the value of the bid. Aker shares jumped 11.5 kroner, or 18 percent, to 77, giving the company a market value of 4.4 billion kroner.
In addition to the stock swap, Kvaerner would assume 1.8 billion in Aker debt, plus the 2.6 billion Aker is borrowing to buy the Kvaerner stake.
Aker Maritime Chief Executive Sverre Skogen said the price would have to be ``a good deal higher'' to be acceptable, though he wouldn't specify how much higher.
Kvaerner `` won't get it for this price,'' said David Dudlyke, an analyst at Credit Suisse First Boston. ``Roekke has said it was a three-digit stock.''
Aker Maritime shares have dropped from a high of 178 kroner in October 1997 and last traded above 100 kroner on Sept. 15, 1998. Roekke last year tried to sell the company, though shelved the plans because no buyer would pay the price he wanted.
Kvaerner, founded in 1853 and one of Norway's oldest industrial companies, said a combination would give cost savings of 250 million kroner and would add to earnings from next year. The company would take a reorganization charge of 200 million kroner.
Norway's oil-services companies, particularly those that build rigs and other heavy equipment, want to cut costs and reduce capacity. Aker and Kvaerner have been named by analysts as the most likely partners after ABB Ltd. in June bought their top rival, Umoe Oil & Gas.
``In a few years from now, we believe there will only be a handful of truly global players dominating this industry, and we intend to be one of them,'' said Kvaerner's Almskog in a statement.
The stock-swap would leave Roekke's holding company with an 18.6 percent stake in Kvaerner. Kvaerner would keep Aker Maritime's Kvaerner shares to use in future acquisitions.
Aker Maritime had sales of 16.5 billion kroner last year, while Kvaerner Oil and Gas had sales of 18.8 billion. Kvaerner as a whole, including oil equipment, construction, engineering and shipbuilding activities, had sales of 71 billion.
A combination would create an oil and gas division with 21,000 employees, which would aim to increase sales by 30 percent to 50 percent over the next two to three years, Almskog said. Kvaerner would have about 67,000 employees in all.
While many oil-services companies lost money last year as orders dried up, Kvaerner has had additional problems. Its stock has slumped from a record high of 430 kroner in August 1997 after the company bought Trafalgar House Plc for $1.4 billion in 1996.
The purchase of the unprofitable U.K. construction company, the biggest foreign acquisition by a Norwegian company at the time, caused Kvaerner's debt to swell.
Last year, Kvaerner lost 4.9 billion kroner as it took charges to sell unprofitable units and exit shipbuilding, an industry where it used to be Europe's largest. Asset sales totaled 5.6 billion kroner last year.
With Roekke rejecting today's offer, Kvaerner will either have to raise its offer, return to the negotiating table or settle for buying shares from other Aker Maritime shareholders, analysts said. Aker's Skogen said he was ``surprised'' Kvaerner made the offer without talking to Roekke first.
``Without a dialogue with the main shareholder, Kvaerner's offer is doomed to fail,'' Skogen said.
Sundal Collier & Co. and UBS Warburg advised Kvaerner. Orkla Enskilda Securities advised Aker Maritime for the Kvaerner purchase.