GLAZER ROUND UP

Last updated : 29 April 2005 By editor

Daily Mail:

‘Malcolm Glazer looks set to plough on with his £800million bid for control of Manchester United despite failing to earn approval from the Red Devils board.

‘The latest twist in what has become a long-running saga has been widely welcomed by the major fans' groups, who are implacably opposed to Glazer's involvement and believe the American's ambitious plans are about to blow up in his face.

‘However, they may have to gear themselves up for a few more battles yet because it is understood that rather than deter Glazer, yesterday's announcement only makes a bid more likely.

‘Glazer was in talks with major backers JP Morgan and NM Rothschild last night and if, as expected, the funding packages already agreed are released, the 78-year-old will be in a position to lodge a bid before the deadline.

‘Just as they did when they launched their first attack on Glazer, the United board have admitted the sum is a 'fair' price. That fact alone has forced Gill and his colleagues to act with a degree of caution.

Legal opinion is divided over whether directors' sole responsibility is to their shareholders, or whether future stakeholders in a business can also be taken into account in decisions such as these. Glazer has already made it clear he would be prepared to test the issue in court and without that threat, it is possible his entire plan would have been dismissed completely.’

Independent:

‘The endgame in Malcolm Glazer's battle for control of Manchester United was triggered yesterday when United's board said that it would not recommend a proposed 300p per share offer to shareholders, and the Takeover Panel issued the American with a "put up or shut up" deadline of 17 May to announce whether he intends to make a formal bid.

‘The developments are a setback for Glazer but United's fate still rests, as it has done throughout this saga, with the club's biggest stakeholders, John Magnier and J P McManus, who own 29 per cent through their Cubic Expression company.

‘Magnier and McManus have maintained a virtual silence on their intentions, aside from saying that their status as "long-term investors" remains unchanged. However, sources in Ireland, familiar with their thinking, have also continued to point out that they sent Glazer packing when he offered them 300p per share last year, and nothing has changed.

‘Privately, it is understood that they feel a liberalisation of TV rights sales is inevitable, and will be profitable, within a few years. If they genuinely hold that view, there is no reason to hand a future premium on their shares to Glazer.

‘Remarkably, he has no "Plan B" if Cubic rejects his advances. The possibility of what he does if he fails with a bid has not even been discussed with his advisers at Rothschild or his bankers JP Morgan. The latter head a syndicate that would provide £200m-£300m in loans to help fund a bid, and have not been put off by the United board's "neutral" stance of neither recommending nor rejecting the proposed offer outright.

‘For the board's part, it left little doubt it disapproves of Glazer but stopped short of outright rejection of his proposed bid. "The board remains of the view that the assumptions in the Glazer business plan are aggressive," United said in a statement. "The board recognises, however, that the price of 300p per share is a fair one and may be attractive to some shareholders of Manchester United.’

Times:

‘The fate of Manchester United will be decided within three weeks after a City regulator yesterday called on Malcolm Glazer, the American billionaire, to “put up or shut up” over his plans to buy the Barclays Premiership club.

‘The balance of the Glazer bid — taking into account their 28.1 per cent stake being worth about £220 million — would be covered by the issue of preference shares worth up to £300 million. These would not sit on the club’s balance sheet but become the family’s liability.

‘Despite the tweaks, the United board took the unanimous view that preference shares are akin to debt and that the club’s cashflow would not be able to support the Glazers’ plan. Yet it stopped short of an outright rejection of the plan, acknowledging the offer price as a “fair one” that might be attractive to some shareholders. “It is ultimately for shareholders to determine whether an offer will succeed,” the board said.

‘The neutral stance, which effectively gave a green light for the offer to be taken directly to shareholders, will be good enough for the Glazers and their financial backers to proceed with a formal offer. The family is being backed principally by JPMorgan, the investment bank, and it is understood that loans for the bid are still secure because the takeover situation is not technically being regarded as hostile.

‘Failure to gain a recommendation was undoubtedly a disappointment for the Glazers and it is still possible that they may decide to cut their losses in the face of continued opposition from fans.

‘However, it is more probable that the Glazers will push on and open talks with other United shareholders. Whether they approach Magnier and McManus first, thereby putting them on the spot, is open to question. They appear to be determined to take control of the company, shrugging off apparent setbacks such as the resignations of their financial and PR advisers after a volatile board meeting in November.’