On Jan.29, The Andersons received a private, unsolicited proposal from HC2 to acquire the company for $35 per share in cash. A subsequent proposal was submitted on March 22, for $37 per share in cash. The latest offer had a value of $1 billion, and was higher than the stock price close on May 17 of $25.94 per share.
The Andersons' board of directors, after careful review in consultation with its independent financial and legal advisors, unanimously determined that both of HC2's proposals undervalue The Andersons and are not in the best interests of the company or its shareholders and other stakeholders.
|Michael Anderson, chairman of the board.|
In a letter to Board Chairman Michael Anderson, HC2 made an alternative offer of $950 million for the Grain Group (excluding the investments in Lansing and Thompson’s) and the Rail Group. HC2 said it would provide stalking horse bids for each of the remaining assets including the Ethanol Group, Nutrient Group, Retail and the investments in Lansing and Thompson’s.
The Andersons also noted that HC2'sletterdated May 17 contained numerous inaccuracies and misleading statements. Among others, HC2's claim that The Andersons did not substantively respond to its $37 per share offer is patently false.
“An acquisition of The Andersons is consistent with our strategy of pursuing cash flow positive businesses that enhance the overall shareholder value for the company,” said Philip Falcone, HC2’s chairman, president and chief executive officer. “We are confident in our ability to complete the transaction given that there are no financing conditions and our exclusive understanding with a qualified strategic partner that is aligned with us to complete this transaction.”
Deutsche Bank is acting as financial advisor and Kirkland & Ellis is acting as legal advisor to The Andersons.