Outlook: Allied and Whitbread

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The Independent Online
THEY THINK it's all over. Well apparently it isn't. Stung and angered by the artillery fire of press brick bats, Whitbread last night promised it was coming back for more in its battle for Allied Domecq's pubs. It's always hard to admit defeat; all puffed up and seething with irritation at being outmanoeuvred by the fleet of foot Punch Taverns, Whitbread seems determined not to.

Whitbread has invested five months of time and effort in this deal, as well as millions in advisory fees, so it was never going to give up lightly. Even so, the sensible thing to do would be to beat a graceful retreat, let Punch have the pubs, and return to the company's original strategy of expansion in leisure and hotels.

More than pounds 650m now separates Whitbread's all paper bid from that of Punch. With its share price falling like a stone, it's hard to see how the gap can be bridged. David Thomas, chief executive, shouldn't need all those highly paid City advisers to know that raising the shares bid would be a zero sum game while the share price continues to fall. It would also be hard to the point of near impossibility to underwrite more shares for cash in such circumstances.

Theoretically Whitbread could abandon the shares offer altogether and go for a straight cash bid, but it's going to have to come up with some very convincing explanations to pull off such a change in stance. On the evidence of this battle so far, the company doesn't have them.

Up until the time it announced the deal with Allied, Whitbread's stated strategy was to expand in leisure and hotels - not the supposedly "low growth" pubs market. Still, no matter. While the price of the Allied pubs remained such a steal, the apparent volte face in strategy could be justified to the City as an opportunity too good to miss.

That's now changed. To win, Whitbread must pay through the nose. Given the way it has mishandled the action so far, nobody is going to believe that can be justified. But then you cannot tell an Ostrich to take its head out of the sand, can you?

Allied shareholders, by contrast, are sitting pretty with a price much higher than originally foreseen. Regrettably, this is nothing do with their board of directors, who seem to have done their damnest to deprive investors of the benefits of an auction. Sir Christopher Hogg, chairman of Allied, insists that the priority all along has been to make sure that shareholders had some sort of deal, and that's why he agreed the exclusivity clauses with Whitbread. In doing so he seems to have forgotten the first rule of selling - always make sure there's a competing offer to bid up the price.