GKN plc rejects unsolicited acquisition proposal from Melrose Industries PLC: terms fundamentally undervalue the Company and its prospects

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Redditch, United Kingdom, 15-Jan-2018 — /EuropaWire/ — The Board of GKN plc (“GKN” or “the Company”), the global engineering business serving the aerospace and automotive markets, announces the appointment of Anne Stevens as Chief Executive; confirms the Group’s current trading; outlines a transformation programme and future Group structure; and rejects a proposal from Melrose Industries PLC (“Melrose”).

Anne Stevens appointed Chief Executive

The Board is delighted to announce that Anne Stevens, currently Interim Chief Executive, has agreed to become the Group’s new Chief Executive with immediate effect.

Since her appointment, Anne has taken leadership of an ongoing and wide-ranging internal review of all GKN’s businesses which has culminated in the development of a transformation plan to improve significantly GKN’s performance.

GKN Chairman, Mike Turner, said: “The Board believes that Anne Stevens has the track record to transform GKN. After a successful turnaround of The Ford Motor Company’s businesses in Mexico, Canada and South America, she was appointed as Chief Operating Officer for the Americas where she developed the transformation plan for Ford’s US business. Subsequently, Anne became Chairman, CEO and President of Carpenter Technology. She was a non-executive director of Lockheed Martin from 2002 until she stepped down at the end of 2017 to take up her executive role at GKN. Her operational and strategic skills are ideally suited to GKN and the Board is very impressed with the contribution she has made so far in setting out plans for a significant improvement in the Group’s performance.”

Anne Stevens commented: “GKN is a world leader with the potential to perform even better. We have been working extensively over the past few months to develop detailed cash and profit improvement plans. I am relishing the challenge of delivering that potential with a new Group-wide improvement programme underway. GKN has a great executive team leading a dedicated and focused workforce with strong market positions and outstanding technologies. I am committed to, and I am confident that we can, deliver more for our shareholders while improving what we do for our customers and supporting our employees.”

Trading update

Q4 2017 trading was in line with expectations and the Group therefore continues to expect 2017 management profit before tax(1) to be slightly ahead of 2016 (which was £678 million) before the additional working capital write-off in North American Aerospace announced on 16 November 2017. The balance sheet review in North America has progressed significantly and the one time write-off and associated costs are still estimated to be between £80 million and £130 million, albeit nearer the upper end of that range. These balance sheet write-offs will be included within management profit before tax.

As previously announced, the review of the carrying value of goodwill and other fixed assets at the year-end will produce a significant non-cash impairment charge relating to the North American Aerospace business, which, in line with our accounting policy, will be disclosed outside of management profit before tax.

Transformation programme

GKN commenced a wide-ranging review in 2017. This was necessary because, while sales have been growing, both profit margins and cash generation have been below expectations.
A new strategy has been developed to improve significantly performance in all of GKN’s businesses. This will continue to leverage GKN’s in-depth global knowledge of the automotive and aerospace industries to drive leadership in its chosen markets.

GKN is now creating differentiated product segments that will be classified as either core or non-core. There will be three different strategies for the core product segments – improve (e.g. Constant Velocity Joints), grow (e.g. Aero Engines) and develop (e.g. eDrive and Additive Manufacturing). Each strategy will have different capital expenditure targets and different expectations for growth, margin improvement, cash generation and return on investment. However, all will have stretching targets to be achieved through a transformation programme (“Project Boost”). Furthermore, to ensure that the strategy is delivered and that shareholder value is realised, a much stronger performance and accountability culture will be instilled throughout the business, supported by changes to incentives to align with the new strategy.

Project Boost is a two year programme to improve cash and profit that will incorporate all areas of the business operating system including culture. This includes optimising direct and indirect procurement, process and productivity, and capital allocation. Portfolio rationalisation of our non-core product segments will also be a priority. The development of this programme has been ongoing for a number of months. The Board is confident Project Boost will deliver a step change in profit margin and cash generation, and expects to deliver a significant increase in annual cash flow with the full run rate achieved during 2020 through a combination of cost and capital expenditure reduction and pricing discipline.

Future Group structure

The Board has regularly reviewed GKN’s corporate structure. In recent months GKN has undertaken an intensive analysis of the economic benefits and costs (including the costs of pensions and tax) of separating the Aerospace and Automotive businesses.

In addition to Project Boost, the Board believes that shareholder value will be maximised by setting distinct strategic, operational and financial objectives for the businesses, with clear focus, accountability and better aligned incentive plans.

The Board intends to separate the businesses, recognising the strategic optionality for shareholders in having separate companies with distinct investment profiles and capital allocation policies. The Board will communicate further details on the optimal method of separation in due course. The timing of the separation will be determined by the need to maximise the economic benefits and minimise the costs associated with separation.

Rejection of unsolicited proposal

The Board confirms that on 8 January 2018 it received a preliminary and unsolicited proposal from Melrose to acquire the entire issued and to be issued share capital of GKN at a price of 405 pence per share, comprising 80% in new Melrose shares and 20% in cash (the “Proposal”). Using the closing share price of Melrose of 218 pence as of 5 January (the business day prior to receipt of the Proposal) the Proposal implied an exchange ratio of 1.49 new Melrose shares for each issued and to be issued GKN share (which would result in GKN shareholders holding approximately 57% of the enlarged company and Melrose shareholders holding 43%) plus 81 pence in cash per GKN share.

The Board of GKN has considered the Proposal together with its financial advisers, Gleacher Shacklock, J.P. Morgan Cazenove and UBS Limited, and has unanimously rejected it, having concluded that the Proposal is entirely opportunistic and that the terms fundamentally undervalue the Company and its prospects.

In addition, the Proposal would materially dilute the exposure of GKN shareholders to the meaningful upside opportunities that the Board believes are present within the Company.

In accordance with Rule 2.6(a) of the Code, Melrose is required, by not later than 5.00 p.m. on 9 February 2018, to either announce a firm intention to make an offer for GKN in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement is made without the consent of Melrose.

Note

(1) Financial information set out in this announcement, unless otherwise stated, is presented on a management basis which aggregates the sales and trading profit of subsidiaries with the Group’s share of the sales and trading profit of equity accounted investments.

Contacts:

GKN plc
Guy Stainer, Investor Relations Director
Tel: +44 (0)20 7463 2382

FTI Consulting
Andrew Lorenz / Richard Mountain
Tel: +44 (0)203 727 1340

Gleacher Shacklock (Financial Adviser to GKN plc)
Tim Shacklock, Dominic Lee, Tom Quinn
Tel: +44 (0)20 7484 1150

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to GKN plc)
Robert Constant, Dwayne Lysaght, Stephen Smith
Tel: +44 (0)20 7742 4000

UBS (Financial Adviser and Corporate Broker to GKN plc)
Hew Glyn Davies, James Robertson, Jonathan Retter
Tel: +44 (0)20 7567 8000

Profit forecast regarding the financial year to 31 December 2017
The paragraph above entitled “Trading update” states that “the Group therefore continues to expect 2017 management profit before tax to be slightly ahead of 2016 (which was £678 million) before the additional working capital write-off in North American Aerospace announced on 16 November 2017.” In the announcement entitled “Trading update – brought forward by two probable significant external claims” dated 13 October 2017, GKN announced that “the Group now expects management profit before tax for 2017 to be slightly above 2016” (the “2017 Profit Forecast”). The 2017 Profit Forecast was reconfirmed in the announcement entitled “Board Change and Guidance Update” dated 16 November 2017, before the working capital write-off referred to above and as further described in that announcement (the “Working Capital Write-Off”). The 2017 Profit Forecast was published before Melrose made an approach with regard to a possible offer for GKN and therefore the requirements of Rule 28.1(c) of the Code apply to the 2017 Profit Forecast. In accordance with Rule 28.1(c) of the Code, the GKN Directors confirm that the 2017 Profit Forecast, before the Working Capital Write-Off, remains valid and confirm that the 2017 Profit Forecast has been properly compiled and that the basis of accounting used is consistent with GKN’s accounting policies.

Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, GKN confirms that as at the date of this announcement, it has 1,726,103,630 ordinary shares of 10 pence each in issue and admitted to trading on the main market of the London Stock Exchange. GKN holds 8,625,886 ordinary shares in treasury. Accordingly, the total number of voting rights in GKN is 1,717,477,744. The International Securities Identification Number for GKN’s ordinary shares is GB0030646508.

Person responsible
The person responsible for arranging the release of this announcement on behalf of the Company is Kerry Watson, Company Secretary (+44 (0)1527 517715).

Further information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Gleacher Shacklock LLP (“Gleacher Shacklock”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to GKN and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than GKN for providing the protections afforded to clients of Gleacher Shacklock or for providing advice in connection with the subject matter of this announcement or any other matter referred to herein.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”) is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to GKN and no one else in connection with the Proposal and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than GKN for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Proposal or any other matter referred to in this announcement.

UBS Limited (“UBS”) is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as financial adviser to GKN and no one else for the purpose of the consideration of a proposed acquisition by Melrose and will not be responsible to anyone other than GKN for providing the protections offered to clients of UBS nor for providing advice in relation to the subject matter of this announcement or any transaction, arrangement or other matter referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on the GKN website (www.gkn.com) by no later than 12 noon on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

SOURCE: GKN plc