Clough Limited (CLO) is another mining services company listed on the ASX and exposed to the oil and gas sector. On 11 December 2012, CLO announced that it had renewed a $200m debt facility. How is this relevant to FGE?
CLO is the biggest shareholder of FGE, holding roughly 36% of shares in FGE. As at June 2012, CLO had $146m cash on its balance sheet. The last substantial shareholder notice published by FGE in May 2012 showed that CLO added a further 3% in compliance with the creep provisions of the Corporations Act.
In 2012, CLO made $42m in profits and is currently trading at PE 15. FGE has $130m cash as at June 2012, and has had a good half with NPBT forecasted at $50m. If CLO takes $100m of its cash, combined with $130m of FGE cash, totalling $230m, it could afford to take over FGE for up to $360m. The current market cap for FGE is $335m. Alternatively, CLO could just use $200m from its debt facility to do the same thing, and after the takeover, repay the debt in full with FGE’s cash plus a bit of its own. With CLO’s huge blocking and controlling stake, a rival bidder is very unlikely.
An acquisition by CLO will be immediately and significantly PE accretive without any synergistic costs savings. In fact, CLO’s earnings would more than double, and its margins will increase by about 50% with FGE in its fold, and this can be done with minimal dilution.
All these are pretty obvious, so what am I missing?
My best guess from CLO’s perspective is that there is no hurry since CLO has a large blocking stake which renders the possibility of a rival bidder vanishingly small. CLO can take advantage of lower prices using the creep provisions. In the current environment for mining services, it is also prudent for CLO to preserve its cash rather than making any bold moves. CLO’s largest South African shareholder is probably loath to risk contributing more capital to CLO and prefers CLO to keep a clean healthy balance sheet.
A takeover by CLO has been long anticipated and speculated by the market, at much higher prices for FGE than the present. These speculations have intensified with recent management changes at FGE, and the recent exercise of options by outgoing management at prices up to $5.60 perhaps indicate that they do not see any potential upside beyond $5.60 for FGE due to the potential for a takeover at prices below that.
It will be interesting days ahead for FGE.
Lastly, a little tidbit on CMI, with the newest director, Stephen Lonie, spending over $120,000 of his own money buying up 65000 shares in recent days.
Disclosure: The author owns shares in FGE and CMI.
Disclaimer: the content of this post is not to be relied on as financial advice. It contains my personal opinion only, plus facts that I cannot verify to be accurate. Do your own research and seek financial advice where appropriate. I have made many mistakes in the past, and will continue to do so in the future.