THE trickle looks like it could turn into a flood.
Scotland is no stranger to seeing its biggest listed companies being bought out – Stakis, ScottishPower, Kwik-Fit, Scottish & Newcastle and Bank of Scotland are among the huge names that have been snapped up over the years. But seldom has it faced the prospect of seeing four of its most prominent businesses losing their independence in quick succession.
We have had several months now to get used to the prospect of Stagecoach changing ownership. The Perth-based transport company, set up by siblings Dame Ann Gloag and Sir Brian Souter in 1980, is poised to move into the hands of DWS, a major German infrastructure investor. DWS prevailed late last month with a £595 million cash offer in a takeover battle with National Express, which initially saw its proposal for an all-share merger accepted by the Stagecoach board in December.
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Within days of the DWS offer for Stagecoach being declared unconditional, it emerged that FirstGroup, Scotland’s other listed transport provider and also a major employer north of the Border, was considering the latest in a series of takeover approaches from a private equity player. Followers of the Scottish business scene may recall the name I Squared Capital from its joint takeover of Aggreko, the Glasgow-based temporary power specialist, with TDR Capital for £2.3bn last year.
The latest in a series of “unsolicited, conditional proposals” for FirstGroup from I Squared values the Scottish company at up to £1.23bn.
Now this week we have seen the takeover of John Menzies by Kuwait-based National Aviation Services approved by shareholders, and a proposed merger involving one of Scotland’s biggest oil and gas companies.
The news broke yesterday morning that Capricorn Energy, the Edinburgh-based oil and gas company until recently known as Cairn Energy, had agreed an all-share “merger of equals” with Tullow Oil. The deal would lead to Capricorn’s long-standing chief executive Simon Thomson standing down, with the headquarters of the combined company being in London.
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Deals such as the DWS acquisition of Stagecoach and the potential deals for FirstGroup and Capricorn Energy can often be good news for investors and financially rewarding for leading executives if they hold stakes in the companies being sold.
But, looking at it from the perspective of corporate Scotland, the prospect of four of the country’s biggest companies losing their independence can be seen as a blow. The timing is problematic, too, with the Scottish economy reeling from the aftershocks of the pandemic and in the grip of the biggest inflationary crisis for four decades. Recession, according to economists, is lurking.
In the case of Stagecoach, there is some comfort in the commitment that DWS has made to retain the company’s headquarters in Perth. DWS has also pledged that the senior Stagecoach team will continue to be led by chief executive Martin Griffiths and finance boss Ross Paterson further to the takeover. Hopefully, the ongoing presence of those two senior figures will ensure the importance of Stagecoach to Scotland will continue to be emphasised to its new owner.
The statement from FirstGroup last week gave no indication as to where it will be based should the I Squared Capital approach be successful. This detail has still to be finalised, though I Squared and TDR did commit to retaining Aggreko’s premises and jobs in Dumbarton, where it employs around 300 people, when that deal went through last year. We definitely know, however, that the HQ of the combined business created by the merger of Capricorn and Tullow will not be in Scotland.
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The loss of major company headquarters is disappointing for any aspiring country. It is a blow to prestige and the global reputation of a country as a place where businesses of significant size can be built and, crucially, remain. It can mean a loss of valuable work for professional services firms in cities that advise listed companies.
Some observers may argue that the loss of headquarters is more symbolic than material. If new owners coming in pledge to keep jobs, offices and factories, what does it matter if the boardroom is in another country? That argument is not without merit, but there is always the danger that the absence of local autonomy may prove to be crucial when decisions about jobs and investments have to be made in the future. An overseas company taking over a Scottish business may pledge initially to retain jobs and premises when the deals are being done. But all that can change in subsequent years when tough decisions have to be made.
What can be done, then? On the one hand, there is little that can be done to stop companies being taken over. The boards of listed companies, for example, are duty bound to consider any offer that is made for the businesses they run. If an offer is deemed to maximise shareholder value, a board is obliged to recommend it to investors. Money talks, in other words. On that basis, the focus should then be on creating an environment in Scotland that can ensure there are other companies coming through that can be the FirstGroup, Stagecoach, Menzies or Aggreko of tomorrow.
In March, the Scottish Government published its long-awaited 10-year blueprint for Scotland’s economic future to a mixed response from the business community. Some groups applauded the scale of the ambition, though Sir Tom Hunter, one of Scotland’s leading entrepreneurs, was critical, stating that it fell short on focus. “What we have here is a long wish list with no magic wand to deliver it, which I do not believe is market-tested nor pragmatic,” Sir Tom said.
There is no doubt the document included a flurry of ideas, on areas ranging from promoting entrepreneurship to attracting investment to create jobs amid the drive to net-zero. It also seeks to challenge regional economic inequalities.
While such thinking is not to be sniffed at, it will be a long time before the strategy can be judged.
In the context of building companies, the thoughts of fund management veteran James Anderson arguably encapsulate the radical thinking Scotland needs as its biggest companies continue to head for the exit door.
Mr Anderson, who recently retired from Baillie Gifford and stepped down as joint manager of Scottish Mortgage Investment Trust, argues that Scotland can address its lack of scale in the industries of the future by creating an investment pot of up to £20bn by borrowing and with the support of the private sector.
He said there must be an “absolute acceptance” that some of the ideas may fail.
If Scotland is to achieve a real step change in growth, and build more big companies in future, ideas such as this from the country's brightest thinkers must surely be embraced.
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