Intu Said It Was Worth £8.5B, Turned Down An Offer Of £5.75B And Has Just Sold To Hammerson For £3.4B.

Look at what you could have won.

For shareholders of shopping centre REIT Intu, news of the takeover offer from rival Hammerson is likely to have been bittersweet.

The takeover of Intu by Hammerson creates the second-largest shopping mall owner in Europe behind Unibail Rodamco. Once it has completed £2B of sales of assets that have been deemed non-core, mainly in the U.K., it will have a £19B portfolio. It will be the third-largest listed company by U.K. assets behind Land Securities and British Land.

The offer of 254p a share for the company is a 28% premium to the company’s net asset value before the offer was announced, valuing the company at £3.4B. Shares in Intu had dropped to 197p before the Hammerson deal was announced, so the premium will be welcome.

But it is nothing compared to an offer for the company which Intu’s board turned down in 2011.

Then, U.S. giant Simon Property Group made an offer of 425p a share for the company, which valued it at £5.75B, if the same amount of shares were in issue then as today.

Intu firmly rebuffed the offer, and put out a defence document that said it was worth at least 625p a share, or £8.5B.

Simon walked away and bought a 29% stake in listed European mall owner Klepierre instead. 

It is important to note that because Intu shareholders are getting shares in the newly enlarged company rather than cash, they have not lost money in relation to the price Simon offered. But the offer that Intu eventually accepted is worth £2.3B less than the one it turned down.

The shareholder that has perhaps lost the most is the one at the centre of that earlier battle between Simon and Intu — John Whittaker and Peel Holdings.

Intu bought the Trafford Centre from Peel for £1.65B in shares in 2011, a deal that prompted Simon, led by Chief Executive David Simon, to make a move for the whole company.

In 2011, Intu paid for the Trafford in shares priced at 400p, giving it a 23% stake in the company. Again, Peel has not crystallised a loss, but in this week's offer, Peel agreed to exchange its shares for £600M less than their issue price.

Shares in Hammerson fell 4% following the announcement, and analysts were split on the merits of the transaction.

“This is not a cash bid for a high-quality U.K. REIT by an overseas buyer which would trigger a re-rating of the sector, but a coalition of weak business models,” Jefferies’ Mike Prew said.

“We wouldn’t [invest in] the combined entity, as the dam on mall valuations will likely break in the first half of next year as the Bluewater trade prints at a significant discount to book value,” Prew said.

“We focused our view on Hammerson recently on two key theses; growing non-U.K. exposure and focus on best-in-class quality U.K. assets,” Goodbody’s Colm Lauder said. “This message is not consistent with the offer today with the enlarged entity created a U.K.-centric entity (c.67% combined vs. c.50% for Hammerson). Furthermore, the addition of lower-grade assets from Intu dilutes the quality offering.”

In the positive corner, Liberum’s David Brockton said: “We believe scale increasingly matters in retail REIT ownership and in this respect the combination makes sense and we would back Hammerson’s management to deliver its targeted savings.”

Brockton raised the prospect of a third party trying to gatecrash the deal. There has been talk for some months of Simon and fellow mall giant Westfield monitoring Hammerson and Intu as potential takeover targets.