Outlook: Whiff of 1980s in WH Smith bid

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The Independent Online
You have to admire Tim Waterstone's chutzpah, but his takeover bid for WH Smith belongs in Fiction A-Z rather than Business Books (corporate finance). Still, not to worry. His flight of fancy warmed the hearts of anyone who remembers with any fondness the swashbuckling, highly leveraged raids of the 1980s.

As it stands, it is hard to see the offer as anything but the latest instalment in the Mills & Boon love/hate story between Waterstone and his former employer. Not to be ignored, though, is the sub-plot - an opportunistic attempt by SBC Warburg to snatch a slice of Smith's recovery for itself through an issue of warrants that would give it 5 per cent of the company.

In essence, shareholders are being asked to swap their 370p shares in Smith for 200p of cash and an uncertain stake in an acquisition vehicle labouring under pounds 1bn of borrowings. This is not a break-up, the bid team promises, but it is hard to see how the sums could be made to add up without some pretty rapid disposals.

WH Smith is undoubtedly up against the ropes, but surely things aren't so bad that it needs to take on a pile of debt, appoint a chief executive with no experience of running a pounds 3bn turnover group and buy a retail concept it doesn't want.

The argument that Tim Waterstone's retail vision will transform tired old WH Smith and shareholder value be miraculously enhanced simply by borrowing some cash and handing 60 per cent of it to shareholders is so much stardust. What is for certain, however, is that the bankers have spotted value and while Tim Waterstone may not get his bookshop back, the tide may be turning for WH Smith's down trodden shareholders.