Telent, the rump of the Marconi telecoms equipment company, on Wednesday ramped up the pressure on Polygon, the hedge fund that is its main shareholder, ahead of a vote that will determine its future.
Shareholders are due to vote on Friday on the £346m acquisition of Telent by Fortress Investment Group, the private equity firm. The deal is under threat from Polygon, a hedge fund, which is thought to have built up sufficient voting rights to block the deal.
In the final hours before a deadline for proxy votes to be filed on Wednesday evening, Telent’s management warned Polygon that it believed there was no way of extracting the £490m held in an escrow account attached to the company’s large pension fund, and Fortress’s offer was fair.
Other interested parties have looked for ways to get at the escrow money before coming to the conclusion that such a transfer would be blocked by trustees of the pension fund and the Pensions Regulator. Telent is dwarfed in size by the £3bn pension fund attached to the business, a legacy of the days when Marconi was a British industrial giant.
“This is the only offer on the table,” said Mike Parton, chief executive. He stressed the issue at stake was “shareholder value” and the company’s business and pension fund would be unaffected by a negative vote. Telent said 99.9 per cent of the proxy votes received so far had been in favour of the deal.
Polygon’s tactics have angered other shareholders – many of whom agree that Fortress’s offer is fair – not least because it had hedged part of its 23.9 per cent holding. That leaves it with an economic interest of only 10 per cent but the fund almost certainly has enough voting rights to block the deal, which requires 75 per cent approval.
The hedge fund has since reduced its short position, but was understood still to be preparing to block the deal as of Wednesday morning. Polygon disputes the fact that there is no more value in the business and would want either to join Fortress’s acquisition or extract a higher price from its rival.
But both these scenarios appeared to have been ruled out by Wednesday: Fortress has said it will not increase its offer, while the Takeover Panel appears unlikely to allow Polygon to join the acquisition at this stage.
Shares in Telent fell 4p in afternoon trade on Wednesday to 492p, well below Fortress’s 529½p a share offer. The shares have fallen steadily on the expectation that Polygon will vote against the deal and no other bid will emerge.