WE are only around seven weeks into the new year, but already we are seeing a recurrence of a familiar theme in corporate Scotland.
In recent years a procession of high-profile Scottish companies have lost their independence after selling out to businesses with seemingly bigger pockets, often based overseas. And it has taken less than two months of 2022 for the pattern to raise its head again.
Last week, Scotland’s TVSquared was sold to Innovid, a New York-listed TV advertising delivery and measurement platform, for $160 million (£118m), while John Menzies, the aviation services company, found itself the target of a takeover approach from Kuwaiti-based National Aviation Services.
The two Scottish companies obviously operate in very different sectors, and the circumstances surrounding the interest shown in them by overseas players are unique to each. However, both situations reinforce a now decades-long trend of Scotland seemingly being unable to retain its most valuable companies, and raise questions once again over what could be done to halt the loss of prestige and economic benefit this engenders.
In the case of TVSquared, it should be acknowledged that its sale for such a high price is a triumph for Scottish entrepreneur Calum Smeaton, who founded the company in 2012. Mr Smeaton’s idea to develop technology that would allow companies to analyse the impact of their TV advertising has been a major success.
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By the time of its sale to Innovid, TVSquared was employing 150 people around the world, with offices across the US as well as in London, Munich, Sydney and its native Edinburgh. It is little wonder that Mr Smeaton declared that building the company, which is on track to turn over between $20m and $22m in its current financial year, had been “the honour of my professional life”.
Mr Smeaton, who will step down as chief executive on completion of the deal, declined to comment on the financial specifics of the Innovid acquisition. However the sale looks likely to have brought a major windfall to TV Squared’s biggest investors, including Mr Smeaton. Other major investors included Sir Tom Hunter’s West Coast Capital investment vehicle, the biggest shareholder in TVSquared with a stake of around 30 per cent, and the gaming entrepreneurs Chris van der Kuyl and Paddy Burns, founders of 4J Studios.
That West Coast looks to have realised a significant return on its investment could ultimately benefit the many worthwhile causes that Sir Tom and his wife Marion support through The Hunter Foundation, their philanthropic organisation.
In terms of the future, it was reassuring to hear Mr Smeaton say that TVSquared’s Edinburgh base will remain following the Innovid deal. Hopefully, the TVSquared team in Scotland will continue to expand and make a telling contribution as the enlarged company seeks to, in the words of Innovid chief executive and founder Zvika Netter, provide “the most complete view of the total TV and digital universe through a scalable, currency-grade measurement platform”.
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But only time will tell on this front. Innovid has a global client base which it serves from offices across the Americas, Europe and Asia Pacific, and it is a cold reality of business that the new owner of TVSquared may one day seek to reposition its global footprint, no matter the pledges that are being made in the here and now.
It is to be hoped, of course, that the TVSquared team in Edinburgh will continue to provide Innovid with good reason to maintain that base in Scotland, even though the transfer of ownership means that the key decision-making will now no longer take place within the country.
Meanwhile, the future of one of the most historic names in Scottish business is suddenly uncertain. John Menzies, which made its name in newspaper and magazine distribution and retail before focusing latterly on aviation services, is the subject of serious takeover interest from Kuwaiti-based National Aviation Services (NAS).
Edinburgh-based Menzies has so far rejected two approaches from NAS, one valuing the business at 460p per share and a second at 510p, with its board having dismissed the initial approach for the 189-year-old company as “highly opportunistic”.
Menzies, which employs around 25,000 people at more than 200 locations around the world, had a hugely difficult time when flights were grounded across the globe during the pandemic. But more recently its fortunes have turned around, helped by the resumption of international travel and a series of contract wins at airports around the world. Its response to the challenges has, to the outside observer, looked impressive.
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“The board remains fully confident in the recovery and outlook for the global aviation services industry as it returns to pre-pandemic trading levels and benefits from long-term structural growth drivers,” said Philipp Joeinig, the company’s chairman and chief executive, as the NAS approach was rejected last week.
Menzies’ takeover defence has been backed by key shareholders, with a report last week signalling that the board’s rejection of the overtures from NAS thus far has the support of Mithaq Capital, its biggest investor with a 6.63 per cent stake, Sterling Active Fund (6.6%) and Edinburgh fund manager SVM Asset Management (1.7%).
But there is no sign of NAS going away. Yesterday, it released a statement reiterating its belief that its improved cash offer of 510p per share – which values the Scottish business at £469 million – “represents a full and fair value for Menzies and a compelling opportunity for Menzies shareholders to realise their investment in cash in the near-term”.
NAS called again for “information access and dialogue with management”. Chief executive Hassan El-Houry declared: “Our view is that Menzies has a strong brand legacy and with a geographic presence that is complementary to NAS, but as operators ourselves, we also see a sector facing a number of challenges and a company that lacks the balance sheet to thrive. Unfortunately, Menzies’ management has not meaningfully engaged in a way that changes our view.”
Clearly, this looks like a story that still has some way to run. Should this chapter in Menzies’ long story ultimately close with its sale, the historic business will become the latest in a series of high-profile Scottish companies to lose their independence, following closely in the footsteps of Aggreko last year.
And it is a list that could soon be joined by Stagecoach, should its merger with National Express get the nod from the competition watchdog.
Company owners will always have myriad reasons to sell when offers come in. Often it is because the deal is quite simply in the best interest of shareholders. Sometimes it is because a prospective owner has the resources to make the most of the target company’s potential. But there is always a degree of sadness when a major Scottish name departs the scene, and all the more so when many stakeholders are striving to rebuild the economy after a devastating pandemic.
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