Deals

Andrea Felsted is a Bloomberg Gadfly columnist covering the consumer and retail industries. She previously worked at the Financial Times.

A dancing pig in a red dress is unlikely fodder for today's Barbarians at the Gate. But in fact, she's a private equity prize that can provide a useful lesson to a would-be betting behemoth.

U.S. buyout firm KKR may be eyeing a bid for Peppa Pig owner Entertainment One after it rejected a 1 billion pound ($1.3 billion) offer from broadcaster ITV, Bloomberg News reported Monday. The potential interest shows that in today's market, if strategic buyers don't pay up, financial acquirers could shove them aside.

ITV's 236 pence per share bid for Entertainment One was too low. Bidding at, say, 300 pence a share would still be on the cheap side, relative to global peers. Raising the company's valuation by about 300 million pounds wouldn't be a stretch for KKR. If ITV wants to land its prize pig, it needs to find the muscle to get closer to that level.

Let Me Entertain You
Shares in Entertainment One are trading above the level of ITV's rebuffed offer
Source: Bloomberg

That's a pretty informative situation for William Hill, the object of interest from rivals 888 and Rank. The two want to create so-called "Megabet" through a complex three-way deal, under which they would merge and then immediately take over vastly bigger William Hill.

The company rightly rejected an initial approach, and Gadfly's Chris Hughes argued on Friday that a change to the offer structure might work. Monday indeed saw the suitors present a revised offer, one that raises the valuation and the size of the company's share of the new firm to 48.8 percent from about 44.7 percent.

But this was spurned as well -- in fact, the two sides disagree on the value of the new approach, with William Hill saying it's worth 352 pence a share, while Rank and 888 claim it's 394 pence. The share price premium and bigger holding don't get around the fact that the deal is complex, and would still burden the new company with significant borrowings -- 2.2 billion pounds, according to William Hill.

Lack of Faith
William Hill's foundering share price suggests investors don't expect Megabet to happen
Source: Bloomberg

If a private equity bidder, possibly in conjunction with 888 and Rank, were to come forward, that might lead to a more acceptable outcome. An offer of, for example, over 400 pence in cash would give William Hill shareholders a clean exit, and would be harder to turn down. Then the acquirer would be free to add on leverage.

Of course, Rank and 888 should be able to pay more because of the extra synergies they can bring. They point to annual savings of 100 million pounds a year, or 52 pence per share. But William Hill shareholders would have to take this on trust, and the benefits will also take time to come through anyway.

The shares fell more than 3 percent on Monday to 323.2 pence, below either sides' assessment of the offer value, indicating that investors are assigning a low probability of the approach succeeding.

Barbarians at the Betting Shop might not have such a catchy ring. But to William Hill shareholders it would be more appealing than what's currently on the table.

This column does not necessarily reflect the opinion of Bloomberg LP and its owners.

To contact the author of this story:
Andrea Felsted in London at afelsted@bloomberg.net

To contact the editor responsible for this story:
Jennifer Ryan at jryan13@bloomberg.net