One thing that I don't think have discussed enough is what can be read by our current Market Cap. Normally, "the market" is always the best at valuating everything, the probability of a merger, for example. What is the market cap? It is an estimate what the entire company is worth. We have 54,537,360 Class A shares (1 votes/share), and 110,207,613 Class B shares (10 vote/share, owned by the Glazers). Of the Class A shares, 1,682,896 are held in treasury (owned by the club itself).
A class A share is today traded for 22,12 USD/share. With outstanding shares not held in treasury, our Market Cap is 3.6bn USD. That is a lot less than what the price is rumored to be for Manchester United. How is this possible? Is it relevant to draw this parallel?
Here is what it boils down to from my POV:
1. What is Manchester United's Market Cap? For it to be meaningful to calculate Manchester United plc's Market Cap by multiplying all shares with the share price for the a Class A share, it is of course required that both share classes are valued the same way in a merger. If the Glazers sell one Class B share for 30 USD per share in the merger, does the buyer also have to pay 30 USD for each Class A share held by the public and traded at NYSE?
Yeah, I think so. I am not 100%, would love to hear someone else's input (
@ATXRedDevil do you have any insight to this?). I have only ever heard of merger regulations which results in that share classes with equal "cash flow rights" must be paid the same consideration. Basically, if Class A shares and Class B shares entitle to the same right to dividend payments, someone buying the company through a merger must pay the same merger consideration for each share.
Given that I am not mistaken in this conclusion,
we can assume that the market at least does not think it is 100% certain that all shares of Manchester United plc to be bought for 6bn. If so the share price would be close to 30 than 20.
2. So what does the market think someone will buy Manchester United for? Does the market at all think Manchester United will be sold?
Yes, the market 100% expects Manchester United to be sold. Our stock is up 70 percent since the news broke. If tomorrow news breaks that a sale isn't happening, the Glazers will mortage our TV rights for the coming 25 years or whatever, taking in an external investor (of course more likely), 100% the stock goes down more or less 70 percent over night. Lets say some strong investor comes in, Apple buys 25% and the Glazer keeps the rest, the share price will perhaps go down 50% instead of 70%. But as a rule of thumb, a failed merger results in a lower share price after the failure is announced than before the merger plans was announced. Everyone knows this. If news breaks that the merger is failing, everyone holding shares will throw themselves on the sell button to not be the ones left standing.
3. So does the market think Manchester United plc will be sold for 3.9bn? Is not 6bn the expected purchase price? Nah, but it is here it gets complicated. Its basically a pretty straight forward formula, with the following factors:
(a) What will the gain be if the merger takes place?
(b) What will the loss be if a merger does not take place?
(c) How likely is the merger?
(d) How long would it take before the merger consideration is payed out?
There are many hedge funds that solely invests in "potential mergers", just aiming to get a higher interest than you can from other alternatives.
Can we draw any conclusion from the 3.6bn figure? Might as well give it a shot. Lets say the company will have a market cap of
2bn if it is not sold, its valued at
4bn right now, and will be worth
6bn if the merger takes place. Just on that alone, it would indicate that its deemed to be a 50/50 shot that we are sold for 6bn. But in this type of merger, there is a "cost" for the capital invested that should be at least 5 percent. That means that "200k" is lost right when the investment is made. In addition, if it takes 6 months before the potential 6bn merger consideration is paid out, that is also a cost (the money could simply be working on something else if it was available). Another 5 percent or "300k". Since the investment is associated with
500k costs, the upside is a lower number, by my -- surely totally butchered logic, but that perhaps provide an indication -- only
5.5bn. In addition, finding the middle point is not the key, anyone will want a return on the middle point. Like its no point betting 100£ on a coin flip if you only win 200£. For it to be any business in investing in coin-flips, you need to get at least like a 210£ return every time you participate with 100£.
In short, since a investor doesn't want to participate in a coin flip that would give a zero result if performed enough times, with a 4bn valuation if the upside is 6bn and the downside is 2bn -- it doesn't indicate that the market think that its a 50/50 shot that a merger for 6bn will take place,
more like 66%.
4. Does not 66% seem a bit low? Yeah, I think that it does. I think that it is relevant to look at and perhaps second guess the 6bn figure. That isn't much, if Chelsea sold for 4.25bn like reported, right??
But Chelsea was in fact sold for 2.5£ bn -- debt free. In addition, Boehly pledged to invest another 1.75£ bn in a new arena and the squad etc. When like Sky Sports reports that "
[t]he Todd Boehly-led consortium have completed a £4.25bn takeover of Chelsea" , its a bit nonsense to compare that 4.25bn figure which is a takeover of a debt free club of 2.5bn which will include a 1.75bn investment by Boehly into his own club.
We have 680m pounds in debt. Is the 6bn figure calculated on a debt free basis? That is the most natural way to talk about a valuation of a company, i.e. on a debt and cash free basis.
So that would put the actual purchase price to not 6bn, but 5.320bn. If the market believes that the Glazers will find a buyer at a 6bn valuation of the club on a debt free basis,
the odds for a "6bn" merger to take place shoots up to 83 percent.
5. I still think its low. All adjustments included, still only 83%? I would definitely say that my experience is that when a process have gone as far as ours have -- there is always some transaction risk, but
"95%" is a more normal percentage.
But there are some factors. Perhaps the market doubts the 6bn valuation. A 6bn valuation is high, Chelsea went for a 2.5bn valuation. Are we worth 240 percent more than Chelsea? Perhaps the market is skeptical about that.
If we just lower the valuation to 5.5bn -- the math adds up.
6. So am I telling you that there is a fairly good investment case here, i.e. that the market more or less think its 100% that we will be bought for at least 5.5bn valuation minus debt of 680m -- i.e. 4.820 bn purchase price -- which represents a premium of 23 precent in relation to the current share price which is a great return on today's market?
Nah, if I did, I would buy shares myself. But the big X factor for me is this -- is it 100% that a buyer will acquire all shares of Manchester United plc? Theoretically, a buyer can just buy Glazers' shares, acquire 100% control of the company, but only owning what 70 percent of the capital. I have no idea to be honest. What if the market, the real hedge fund experts with extremely good track of these things, think that Glazers might get 8bn but there is a 50% shot that the buyer only will buy the Glazers' shares and leave the Class A shares alone listed on the NYSE?
First of all, is it even possible to takeover the club by buying Glazers' shares but not offering to also buy the minority owners' shares? I think so, but I am not 100%. In Europe it wouldn't be possible, if you acquire more than 30% of the share in a listed company, it triggers an obligation to make a so called mandatory bid. I.e. the minority owners gets an opportunity to sell their shares on the same terms as the majority owner. But as far as I understand, this does not exist in the US and it doesn't seem to exist on the Cayman Island either. Anyone are welcome to correct me if I misunderstood something! In addition, the voting strong shares hold by the Glazers shall automatically be converted to Class A shares if they are transferred to anyone not being a "lineal descendant of Malcolm I. Glazer". So they wouldn't have the extreme voting majority they have now if they sold the shares, but they still own 68 percent of the votes after a sale.
So what are the pros and cons? Why would someone buy 100% of the shares if they can get 100% control by buying the Glazer's shares? I would look at it like this:
Pros with buying all shares:
With a wholly owned investment, you can do what you want with it. If you want to take money from it, you can take it. If you have minority owners, all owners must get the same dividend. If the investment need a capital contribution -- you can give it money if you own all shares. If you don't, you can't. Or you can of course, but if you take money from an entity you own to 100% and give it to an entity of which you own 70% -- its a 30% loss immediately. Instead capital contributions to the investment have to be made by new shares being issued, which of course is doable, but also regulated.
Cons with buying all shares:
The Glazers only owns 68 percent of the shares in Manchester United. If they only will sell at a 6bn valuation debt free, the cost for buying the Glazers' share is only (6000m-680m(debt))*68%=
3.6bn vs. paying 5.32bn for all shares. 1.7bn extra is a lot of money.
So to repeat -- at a 6bn debt free valuation, the cost for buying all of the Glazers' shares and in practice 100% control of Manchester United, is 3.6bn.
Will the buyer buy all shares? I think so. But I am just guessing. If the buyer is like Apple (an "industrial buyer"), I would guess that its 100% they will buy all shares. They do it to use the content from the club on their streaming service etc. Its really messy if the club has minority owner, Apple has to pay market value for all content they use. They will want to be able to treat the club like a wholly own subsidiary. A Middle Eastern buyer cannot do the same kind of tinkering with sponsorships etc like City have done if they only own 68% of the club.
But like a US consortium?? It is a consortium to start with because one of them can't afford to buy the club themselves. Why would they not leave the 32% share traded on NYSE without any meaningful voting right alone?
TL;DR ->
(1) I think that the share price of Manchester United plc indicates that the market believes that it is very likely that Manchester United plc will be sold for app. 4.82bn (i.e. a 5.5bn debt free valuation).
(2) From what I can tell, its not obvious that a buyer will acquire all shares of Manchester United plc, and not just Glazers' shares. From our point of view, it doesn't really matter. But if a buyer just buying the Glazers' shares is an option, looking at the Market Cap won't say much.