Poor VW shareholders

Last week, when it was announced that VW had produced and sold diesel cars with software installed that manipulated environmental tests, VW shares lost more than 35% of their value. The Dutch investor association VEB has now issued a claim against Volkswagen for the losses incurred by investors. According to the VEB, VW should compensate investors for the losses they made due to the scandal:

'Volkswagen wrongfully claimed that it produces extremely environmentally-friendly cars thereby creating the impression that it could gain a larger market share and thus more turnover. Volkswagen thereby misled investors buying or holding its shares. If Volkswagen had adequately informed public investors, they would not have bought or held the shares, or would have bought them at a lower price'.

The key question here is: who is going to get this compensation and who is going to pay for it? If all shareholders get a compensation, they are paying it to themselves, since they are the firm's owners. Any compensation paid by VW will be matched by an equivalent decline in VW's share value, so it's just an illusion. A compensation can only be 'real' if not all shareholders get it. In that case, the compensation is a transfer from the shareholders who don't get it to the shareholders who do. 

Who should pay then? The controlling shareholders of VW have 50.73% of the voting rights via Porsche Automobil Holding SE, which holds 31.5% of VW's subscribed capital. The VEB will have to convince the judges that the controlling shareholders were well aware of what was going on with the faulty tests, so they should pay a compensation to the other shareholders. I wish the VEB good luck.

Disclaimer: I own a VW (but not a diesel)

Zombie listings

Spadel, producer of the well-known Spa mineral waters, announced last weekend that it wants to delist. This makes it the third Belgian company in one week to announce its intent to leave the stock market. The question with Spadel is not: why do they want to delist?, but rather: why are they still listed? The family Du Bois owns more than 90% of Spadel shares, so the number of marketable shares is limited. Not surprisingly, the liquidity of Spadel shares is very, very low: there are only a few trades per week. The company has not publicly issued new shares for a very long time, and the company has much more cash on its balance sheet  (€ 84 mio at the end of 2014) than is needed to buy out the few remaining outside investors (€ 36 mio).

This is actually Spadel's second attempt to delist. In december 1999, Spadel repurchased 52,249 shares held by minority shareholder Interbrew (nowadays called AB Inbev) and reduced its outstanding shares from 150,000 to 100,000. It also offered to buy the 20,351 shares held by the public at the same price it paid to Interbrew: € 1,115.5. Since this was approximately the price at which Spadel shares traded on the market, the attempt to delist unsurprisingly failed, although they came close to the 95% threshold which in Belgium allows for a squeeze-out. After a first bid in March 2000 and a reopening of the bid in April 2000, 5,358 of the 100,000 Spadel shares remained in the hands of the public, just enough to avoid a squeeze-out.

There are many zombie listings like Spadel: the listing does not serve any real purpose anymore, but as long as the costs of delisting (you have to buy out the outside investors, which costs a lot of money) are perceived to be higher than the listing costs (administrative expenses, information provision to investors, corporate governance rules) the controlling shareholders prefer to let the company vegetate on the stock market. It would be interesting to know how many companies on European stock exchanges have not raised any capital in the last 20/30 years (idea for research).

Note that a listing might still be useful even if the company has not sold shares to the public for a long time. Lotus Bakeries, a Belgian producer of cookies, gingerbread and other sweet things, has been listed on Euronext Brussels since 1988. At the initial public offering, no capital was raised, but the existing shareholders cashed out by selling a minority portion of their shares. Since then (as far as I know) Lotus has never used the stock market to raise new capital. Why is Lotus listed then? The answer probably lies in their takeover activity. Since 1988 Lotus has acquired several firms. When a company is listed, it can pay acquisitions with its own, liquid shares instead of having to pay cash. For Interbrew (AB Inbev) that was a big motivation to go public in 2000 (as noted at the time in the IPO prospectus). See where it brought them.

A final note: a spokesman of Spadel told the newspaper De Standaard that at Spadel they don't know for sure anymore when Spadel shares were introduced on the Brussels stock exchange (if someone from Spadel is reading this: it was 15 May 1922). I find such an apparant lack of interest in its own history remarkable: seems a lack of pride in the company.

What is a 'fair' price for delistings?

This week it was announced that the controlling shareholders of the Belgian shipping company Compagnie Maritime Belge (CMB) and those of the Belgian Pairi Daiza zoo intend to delist their company. When the controlling shareholders want to delist their firm, they have to make a public bid for all outstanding shares. Once they get a sufficiently large percentage of the shares (in Belgium the threshold is 95%), there can be a squeeze-out. In the squeeze-out, shareholders who did not yet sell are basically forced to give up their shares at the bid price. This raises an important question: what price should the controlling shareholders offer to the other shareholders? What is a fair bid price?

For the delisting bid to succeed, the bid price should be higher than the market price before the bid was announced (*). The market price reflects the share value for stock market investors. Why would they sell to the controlling shareholders if the bid price is lower than the price at which they can sell on the market? Then of course the question is: how much higher should the bid price be? Sometimes, the controlling shareholders propose a price which is considered too low, and the bid fails. In September 2012 Liberty Global, which at the time owned 50.4% of the shares of the Belgian telecom operator Telenet, announced that it would offer to buy the other Telenet shares at € 35. This price implied a 12.5% premium compared to the last market quote before the bid. Nevertheless the bid failed. Liberty Global managed to convince only 8% of the shareholders to sell their shares. The Lazard bank, which had been asked by the independent directors to value Telenet, estimated the value of its shares to be substantially higher than the price offered by Liberty Global, between € 37 and € 42. Since then, the market price of Telenet, which is still listed, has risen to more than € 50.

In the case of CMB, of which the controlling shareholder Saverco (an investment vehicle for  the Saevereys family) holds 50.8% of the shares and which has been listed for more than 100 years, the bid price is € 16.20. This is 20.45 % higher than the last market price before the bid. Is this a good price? Opinions are divided. The Belgian newspaper De Tijd estimated the share value by first estimating the value of the ships of CMB.  After deducting the outstanding debts and including the value of some other assets, they obtained a CMB share value of € 14.11, leading De Tijd to conclude that the offered price is 'correct'. Others disagree. According to blogger Alberken, the offer is a joke and the value of CMB shares is much higher at € 21.20. Unfortunately, Alberken does not let us know how he obtained this value.

Who is right? First, any net asset value as the one calculated by De Tijd should be considered an absolute minimum. If the going concern value (i.e. the value if the firms keeps on operating) of CMB is not higher than its liquidation value, it means that CMB is basically destroying value.

If the bid price is substantially higher than the stock price before the offer, there seems to be an inherent contradiction in the argument that bid price is 'too low'  As a shareholder, you had an even lower price before the offer, so what are you complaining about? Well, the market price of a share does not necessarily reflect the 'real' value per share. When the controlling shareholder offers a share price which is lower than the actual value, he gets a larger part of the value than what he is entitled to. (**) Actually, they are very likely to do so. Why would they otherwise offer to buy the shares? This only makes sense if they think the value of the shares is higher than the price they pay. That is, unless the delisting itself creates value. When company is not listed anymore, direct and indirect listing costs are avoided and the controlling shareholders have more flexibility in pursuing whatever they consider appropriate objectives. This might lead them to pay a price which is higher than the value of the stock when listed and still keep some of the extra value for themselves. Fair enough.

Nevertheless, in many delistings there is a worry that after the delisting, the controlling shareholders will take actions that they refrained from doing while the company was listed, even though such actions would have substantially increased the company value. Specifically, they could decide to sell (parts of) the company at a higher price than the one they paid for the delisting. In a previous post, I explained how the Belgian entrepreneur Marc Coucke (who remarkably is also involved in the Pairi Daiza delisting) delisted his Omega Pharma company in 2011, paying € 1.2 billion, and selling it three years later for € 3.6 billion. Of course, we do not know whether it was already the intention of mr. Coucke in 2011 to sell a few years later at a much higher price, but such transactions understandably raise fears among investors that they might get a bad deal at the delisting. It would be interesting to know the extent to which the buying shareholders in delistings in Continental Europe sell their company a few years later at a significantly higher price. If you know of such research, let me know!

While it is unfair that the controlling shareholders pay a low delisting price if they intend to sell at a higher price after the delisting, it gets more complicated when the controlling shareholders delist because they think the market undervalues the company. Controlling shareholders will often be better able to assess the true value of a company than outside shareholders, who have less information about the prospects of the firm. As Pierre Huylenbroeck notes and as you can see in the chart to the right which depicts the CMB share price in the past five years, the bid price of € 16.20 is quite low compared to previous prices. About a year ago CMB shares traded at more than € 20. The delisting decision might be a smart move of the controlling Savereys family to profit from current undervaluation in the market. Is this unfair? I don't think there is a straightforward answer to that question. One could argue that all investors are entitled to a share of the company's real value in proportion to their shareholdings, and no shareholders should benefit from the fact that they have more information about the company than others. But how far can you stretch that argument? If a company decides to repurchase its own shares because the management thinks the shares are undervalued, is this also unfair? Then many share repurchase programs should be considered unfair. The shareholders who do not sell win at the expense of the sellers. Where should we draw the line between acceptable and unacceptable share tradings? In the capitalist system it is accepted that some investors are smarter than others and benefit from this. That is why Warren Buffett is such a celebrated person. A good rule seems to be that no share trade should be based on one party having inside information that is not available to the other party. Inside information is to investors what doping is to athletes: it gives them an unfair advantage. Unfortunately, this is very hard to determine.

Addendum: Gertjan Verdickt points me to a study by Ettore Croci and Alfonso Del Giudice who find that the operating performance of delisting European firms does not significantly improve in the three years after delisting. However, their data do not allow them to investigate whether the firms are sold after delisting which might be an important factor, as Croci and Del Giudice note themselves.

(*) Once the bid is announced, this information will be incorporated in the market price, which therefore does not provide a meaningful comparison anymore.

(**) For the sake of argument, let us assume that the total value of CMB would be € 7 billion. If the controlling shareholders pay € 16.20 per share, this would allow the controlling shareholders to keep € 7 billion - (€ 16.20 * 35 million CMB shares) = € 133 million for themselves, instead of sharing it with the other shareholders.

Investing à la Homer Simpson

If your investing strategy is to actively try to 'beat the market', you should always keep in mind that this is a zero sum game. For any investor who beats the market, there is inevitably another investor who underperforms the market, since the 'market' return is the average of the returns of all investors. The gain of one is the loss of the other. Anyone who thinks that a stock is mispriced should therefore consider the following question: why am I smarter than all other investors out there on the market, whose combined beliefs determine the stock price? What do I know or what do I understand that all these people out there do not know or do not understand? (*) As the behavioral finance researcher Meir Statman put it: 'If you buy a stock thinking the price is going to go up, you have to ask yourself who is the idiot who is selling it. Because, in every trade there is an idiot and, if you don’t know who it is, it is you. The opponent might be more skilled than you, have information you don’t have, be tipped off by an insider and, so, when I feel like trading I ask myself, who is the idiot on the other side? What is my relative advantage?' Make sure you're not the idiot.

(*) This might have something to do with it.