GlaxoSmithKline on Saturday said it had rejected a
50-billion-pound offer from Unilever for its consumer goods arm, saying it
“fundamentally undervalued” the business and its future prospects and that it
would stick to its plan of spinning off the unit.
Unilever confirmed the approach earlier on Saturday, saying
the Glaxo unit would be a “strong strategic fit” as it continues to re-shape
its portfolio spanning food, beauty and home care brands.
A deal of this size would be the biggest globally since the
start of the pandemic, if it goes through. It could also transform Unilever
into a formidable beauty and personal care purveyor, taking on the likes of
Estee Lauder and L’Oreal, while for GSK, it could bring much needed relief from
investor pressure that has been building over the past year.
GSK said it had received three bids from Unilever, the
latest on Dec. 20 comprising 41.7 billion pounds in cash and 8.3 billion pounds
in Unilever shares, which failed to reflect the intrinsic value of the business
and its potential.
“The Board of GSK therefore remains focused on executing its
proposed demerger of the Consumer Healthcare business … on track to be achieved
in mid-2022,” the statement said, adding that it was confident the business
would beat global market growth rates in the medium term.
The group’s consumer goods business is due to be spun out
into a separate listing in the middle of this year.
Earlier, Britain’s Sunday Times said the Unilever bid for
the business made late last year was worth roughly 50 billion pounds, and had
been rejected as too low by GSK and Pfizer, which owns a minority stake in the
division.
The approach by Unilever, which owns brands such as Dove
soap and Marmite, for Glaxo’s portfolio of household brands including Panadol
painkillers and Sensodyne toothpaste was understood to have been unsolicited,
the report added.
The bid did not include any takeover premium or recognition
of synergies, the newspaper said, adding that it was not clear whether the
group would make a higher offer.
Dave Lewis, who is due to head GSK’s consumer health unit,
declined to comment on the approach. The former boss of UK grocer Tesco said
the matter was for GSK’s board.
Unilever declined to comment on whether it would return with
a higher bid. “There can be no certainty that any agreement will be reached.”
Brokerage Jefferies last year put a valuation for the whole consumer unit at 45
billion pounds.
If a deal goes through, GSK’s consumer health unit’s brands
would likely be incorporated into Unilever’s Beauty and Personal Care business,
its biggest by sales.
Performance in the unit, which sells Dove, Lifebuoy, Axe and
Vaseline, has been tepid during the pandemic as fewer people venture out or
attend social occasions, while higher costs of plastics and petrochemicals have
also dented margins.
In its most recent quarter, Beauty and Personal care volumes
fell 1.3% while prices rose 3.9%.
INVESTOR PRESSURE
Unilever’s Chief Executive Alan Jope is under pressure to
turn around its languishing stock price as it struggles to compete in the face
of high inflationary costs, especially in emerging markets, its biggest source
of revenue.
The FTSE-listed conglomerate’s stock has fallen 10% over the
past year compared with P&G’s 18% rise and Reckitt’s 1.4% decline, despite
a pandemic-driven boost in shopping for groceries and household goods that has
benefited all three companies.
British fund manager Terry Smith, whose Fundsmith vehicle is
a top-10 Unilever investor, this week criticized the group for promoting
sustainability credentials at the expense of performance.
Since taking over from Paul Polman as CEO in 2019, Jope has
laid out a vision for Unilever called “brands with purpose”, a socially
conscious strategy that would see the company focus investments and marketing
on brands that “communicate a strong environmental or social purpose” even at
the cost of profit.
“A company which feels it has to define the purpose of
Hellmann’s mayonnaise has in our view clearly lost the plot. The Hellmann’s
brand has existed since 1913 so we would guess that by now consumers have
figured out its purpose (spoiler alert — salads and sandwiches),” Smith said.
Smith was not immediately available to comment.
Jope, however, has kept to his promise of streamlining the
company. The company sold a majority of its Tea business, including Pukka Tea
and PGTips to CVC Capital partners for $5 billion late last year and has been
looking to offload a portfolio of slow growing beauty brands.
Investor activism has also reared its head at GSK.
In April last year, U.S. activist hedge fund Elliott
Management revealed a multi-billion pound stake in GSK, putting pressure on CEO
Emma Walmsley to explore a shake-up of the company after it fell behind in the
COVID-19 vaccine race.
Fledgling activist investor Bluebell Capital Partners, fresh
off its success in ousting the CEO of Danone last year, also took a stake in
GSK in September, making demands including asking Walmsley to re-apply for her
job, citing a lack of scientific expertise.
BIG DEAL FOR JOPE
For Unilever, the deal would be the biggest move for Jope
since becoming CEO in 2019.
He has previously shot down suggestions that Unilever was in
the market for big deals, saying instead that the company would focus on
smaller acquisitions in fast-growing areas such as luxury beauty, plant-based
foods and health and wellness.
If a deal with GSK does go through, it will be Unilever’s
second with the company after it bought its health food drinks business,
including Horlicks, in India and other Asian markets for 3.3 billion euros in
2018.
The consumer remedies industry, which has traditionally been
attached to the prescription drug sector, is also in a phase of major
transformation as several pharma companies no longer see a benefit in a
combination.
Johnson & Johnson in November unveiled plans to spin off
its consumer health division, owner of the Listerine and Baby Powder brands, to
focus on pharmaceuticals and medical devices. Sanofi has said its consumer unit
would become “standalone” business.
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