HC2 has made multiple proposals to acquire the Andersons, with the most recent offer coming on June 2. The Andersons has rejected all offers, saying they undervalue the company and are not in the best interest of shareholders.
The most recent offer reiterated the previous proposal of $37 per share and an incremental $200 million for the ethanol business. The Andersons said that is far below the trading values of comparable businesses. It also said hiving off the ethanol business, along with grain and rail, exacerbates the tax inefficiencies of an asset sale and would leave shareholders with considerably less value than they would receive from the $37 per share proposal.
HC2’s first alternative asset sale proposal, which included the Grain Group (excluding investments in Lansing and Thompson’s) and the Rail Group, for $950 million also would result in lower value for shareholders than the proposal for the whole company, the Andersons said.
“Valuations of similar businesses in recent transactions are at multiples well in excess of what you are proposing,” the Andersons said in its letter to HC2. “In addition, your alternative asset sale structure would impose significant tax inefficiencies and debt breakage costs that further impair value to shareholders and render your proposal untenable.”
The board said it has consistently responded to HC2’s unsolicited indications of interest in the company with a high degree of seriousness and care. The board said it will discuss any credible proposal that has a “legitimate possibility of delivering more value to shareholders than the company’s standalone business plan.”
However, HC2’s current proposals ignore the Andersons’ value and prospects as a standalone entity and represent an opportunistic attempt to acquire the company at a low point in the industry cycle, the board said.
“Our board and management team remain confident in our ability to execute on our standalone plan and believe we are well positioned to continue to create significant long-term value for shareholders,” the board said.