Franco-US food M&A is $10 bln recipe for heartburn

Reuters

Franco-US food M&A is $10 bln recipe for heartburn

Sep 26, 2024 at 9:45 am GMT

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The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

By Liam Proud

LONDON, Sept 26 (Reuters Breakingviews) -Two subscale companies in a low-margin, slow-growing sector might seem like ideal candidates for a deal. Not according to investors, who sent shares in $13 billion French catering group Sodexo EXHO.PA down 7% after Bloomberg reported that it was eyeing $10 billion U.S. rival Aramark ARMK.N. Recent iffy takeovers in the business-services sector show that scale isn’t always worth the risk.

Sodexo, which offers everything from food to cleaning services to corporate clients, didn’t comment on the news report. The company is effectively controlled by the family of deceased founder Pierre Bellon. Their vehicle, as of last August, had 43% of the shares and 58% of the voting rights. One practical question in any possible Aramark tie-up would be how to keep the Bellons in the driving seat of the enlarged group.

A cash takeover of the U.S. company would do the trick. But it would also risk a nasty debt hangover. The pair’s combined net debt, using their own definitions, is about $9 billion, or 3 times combined EBITDA over the past 12 months using Visible Alpha data. If Sodexo bought Aramark at a typical 30% premium in cash, implying a $13 billion equity value, the enlarged company would have a leverage ratio of 7 times trailing EBITDA before factoring in any cost synergies. That’s extremely high for a publicly listed company.

To keep debt below 4 times EBITDA after a deal, Sodexo would have to pay three-quarters in stock, according to Breakingviews calculations assuming the same 30% takeover premium. That, however, would reduce the Bellon vehicle’s economic ownership to 25% of the combined entity, and likely leave the family’s voting power below 50%. It’s also unclear whether U.S. investors would want to own Paris-listed shares in a larger group with quirky corporate governance.

An even bigger problem, potentially explaining Sodexo investors’ spooked reaction, is that the returns look low. At a 30% premium, the French group would be paying $18.2 billion for Aramark, including debt. The reward, by 2027, would be $900 million of net operating profit after tax, implying a miserable 5% return on invested capital, using analyst forecasts from Visible Alpha. To get the return above 8%, Aramark’s probable cost of capital, annual cost savings would have to exceed $750 million, equivalent to the U.S. company’s entire operating expenses this year, using analyst estimates.

Recent deals in the wider business-services sector, like Rentokil Initial’s RTO.L acquisition of Terminix and Teleperformance’s TEPRF.PA purchase of Majorel, have damaged the acquirer’s share prices. Big deals can lead to messy integrations and heavy debt loads, absorbing resources that might otherwise have gone towards boosting growth. Little wonder Sodexo’s shareholders are finding the news hard to stomach.

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CONTEXT NEWS

Sodexo is exploring a potential acquisition of its U.S. rival Aramark, Bloomberg reported on Sept. 25 citing people familiar with the matter.

Sodexo has been periodically discussing the deal with food and facilities management provider Aramark in recent months, the report said.

Contacted by Reuters, Aramark and Sodexo declined to comment on the report.

Shares in Sodexo were down 7.4% to 72.95 euros as of 0850 GMT on Sept. 26.

Graphic: Investors fret about business-services M&A https://reut.rs/3BmYtPZ

Editing by Neil Unmack and Oliver Taslic

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