Icahn‘s next move at almost-split, shareholder-friendly Manitowoc
Besides having a Carl Icahn deputy on the board, there are other reasons why a soon to be spun-off foodservices division could be sold.
As construction crane and foodservices company Manitowoc Co. Inc. (MTW) prepares to split into two in the first quarter of 2016, there are indications that investors are piling into the Wisconsin-based company meaning that one--or both of the new companies could go up for sale.
Manitowoc's plan separate the two disparate businesses, announced in January, was hastened by Carl Icahn's calling for the split.
In its settlement with Icahn the company agreed to a number of governance provisions for the new foodservices company that could make it easier to be sold. Annual board elections, a poison pill threshold limited to 20% and a provision allowing shareholders owning 10% of the outstanding shares to call a special shareholder meeting, are all shareholder-friendly provisions that make it easier for a change of control to take place. Plus, Icahn's general counsel, Jesse Lynn, was installed on Manitowoc's 10-person board in April. Expect Lynn to keep a watchful eye on the company and possible strategic options down the road. (Lynn did not return calls seeking comment.)
The February settlement also requires the foodservice business to provide "non-competitively sensitive non-public information" if there are potential acquirers under certain circumstances. That provision is an indication that Icahn believes the unit may make a good candidate for acquisition.
And Icahn, who owns about 8% of Manitowoc, is being joined by other hedge funds that could back him if a deal is on the horizon. In June, Larry Robbins' hedge fund, Glenview Capital Management, reported owning a 7.1% stake in an activist securities filing. The fund manager said in the filing that he may talk to Manitowoc's management team, board and other shareholders about "existing or potential strategic partners, potential acquirers or competitors." Glenview occasionally gets involved in activist campaigns and the fund would likely back a proxy fight should Icahn decide to take action. A Glenview spokesman declined to comment.
Relational Investors LLC, which was the first activist fund to call for a split, appears to be still in the company at a little less than 5%, according to its securities filing for the second quarter. Since Relational founder Ralph Whitworth had to step down for health reasons, the fund has been gradually winding down its position, so it's meaningful that it still appears to be maintaining that holding.
If a wolfpack of activists together own roughly 20% or a fifth of the company's market capitalization, it suggests Icahn may have real support, should it come down to a proxy fight if the new foodservice company doesn't do his bidding. At the very least he would be able to cobble together the roughly 2% extra needed to call a special shareholder meeting for the purpose of holding an expedited proxy contest.
Analysts also believe that a sale could be forthcoming. Robert W. Baird & Co. analyst Mircea Dobre said in a July 20 report that both the crane and foodservices business could become acquisition targets "post-spin." The analyst said his sum-of-the-parts valuation is $25 a share, substantially up from the company's recent trading price of $17 a share.
Manitowoc on July 28 appointed Hubertus Muehlhaeuser as CEO of the company's foodservice business, a move suggesting that the spinoff is progressing as planned. Manitowoc's current CEO, Glen Tellock, will lead the crane business post-spin.
Dobre noted on July 31 that even though Manitowoc missed expectations in its second quarter earnings report there are "multiple scenarios" where an "imminent business separation" unlocks value not currently reflected in the share price.
Seth Weber, an analyst at RBC Capital Markets, recently dropped his base sum-of-the-parts valuation for Manitowoc to $19 a share, with a potential upside scenario of $22 a share. Nevertheless, he noted that the pending spinoff of the foodservices unit and activist activity represented a potential catalyst for the share price.
According to another analyst, potential buyers for the foodservice business could include Illinois Tool Works Inc. (ITW). ITW makes technology for the food industry and could be interested in buying the division's ovens, beverage dispensers and ice machines to expand in the restaurant industry. He added that Illinois Tool Works has already indicated an interest in part of the business. It offered to buy Enodis PLC, a U.K.-based industrial equipment maker that was ultimately acquired by Manitowoc for $2.7 billion in 2009. Another potential buyer: Dover Corp. (DOV), which has a refrigeration and food equipment unit.
Officials from Manitowoc, Illinois Tool Works and Dover did not return calls.
Icahn has been quiet lately -- but don't mistake that for retirement. Look for a Manitowoc foodservice unit deal -- or a proxy fight in 2016.