Non Standard Finance’s takeover of Provident Financial could cost shareholders £40m in transaction fees alone.
Patrick Snowball, chairman of the Bradford-based lender, took the unusual step of writing to all shareholders this morning calling the takeover attempt a “coup d’etat” and acusing the management team with NSF of having a “track record of value destructive acquisitions”.
He added that the takeover bid was a “dreadful deal”.
He wrote: “At this point, there is no new revelation about this deal; it is still the same dreadful deal that it was on day one. It is more of a coup d’état than a hostile takeover, spearheaded by a management team at NSF with a track record of value destructive acquisitions and facilitated by two powerful shareholders.
“These shareholders already together own about 54 per cent. of NSF, a business which has singularly failed to deliver pre-tax profits since the IPO and in which period its share price is down 48%. This coup d’état may inflict a cost to shareholders of as much as £40 million in transaction fees alone, and that’s before you take
into account the other significant potential value-destroying elements of the deal.”
He continued: “I have now been Chairman of Provident for six months and the majority of my board have served for less than a year.
“I joined the board because I felt I could give support and assistance to the management team which had already made good progress with the turn-around of the business in 2018, seeking to address the poor delivery of the business in prior years which had led to regulatory and financial issues.
“We fully acknowledge those issues and this poor historical performance and our responsibility to deliver value and returns for you, our shareholders, but a flawed and risky transaction is the wrong way to proceed. I am confident that we have the right strategy and team in place to fulfil the value potential of Provident for our
He made a direct appeal to shareholders, saying: “The Offer is fraught with risk for all Provident Shareholders. Now that the Panel has frozen the timetable, NSF may either do the right thing and let the CMA process play out during the Offer or alternatively decide to waive the CMA condition.
“If it does the latter and succeeds in acquiring Provident, then you, as shareholders, would be invested in a group with no clarity as to whether the CMA will approve the transaction (and if so at what cost) or seek to unwind it. Either way, we believe this could result in a significant cost for Provident Shareholders.
“I strongly recommend you to get behind our Board and management team and reject this dreadful and opportunistic transaction. Provident can generate far greater value for you as shareholders through delivering on its current strategy and fulfilling its potential than it could through a destabilising, hostile transaction which suffers from major strategic and financial flaws, has significant operational and execution risks and where the counterparty’s financial controls have recently been found wanting.
“This is simply not a transaction that is in the interests of Provident Shareholders.”
NSF has been contacted for comment.