toll to put a big fight imo

I don't care if MBL actually succeed in this but I must say the Toll/Patricks saga has been very entertaining. The MD of Toll must be a stress bagged alcoholic by now.

http://www.theage.com.au/news/Business/Toll-to-fight-Macquarie-bid-for-Patrick/2006/05/07/1146940400714.html

Toll to fight Macquarie bid for Patrick

May 7, 2006 - 2:24PM
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Transport group Toll Holdings Ltd has vowed to fight any Macquarie Bank-led takeover bid for stevedore Patrick Corp Ltd, branding it a "con job".

"Let me make it abundantly clear: Toll will take all steps legally and commercially available to it to prevent this flawed transaction going ahead," Toll managing director Paul Little said.

Toll tried to head off a move by investment bank Macquarie Bank Ltd to form a consortium to bid for Patrick and trump Toll's $5.8 billion takeover bid.

Toll claimed Macquarie was trying to gather more than $3 billion in risk capital to make a counter-bid for Patrick at an acquisition cost of $7.2 billion.

The Patrick board accepted Toll's revised takeover offer last month after resisting its previous bids for eight months.

Mr Little foreshadowed legal action against Patrick managing director Chris Corrigan and Patrick chairman Peter Scanlon if it were found they were participating in a Macquarie-led bid.

Mr Little said he understood that a proposed Macquarie-led bid for Patrick - a bid has not been made yet - was conditional upon Mr Corrigan and Mr Scanlon participating to the tune of $165 million.

"We would view any such participation as a clear breach of the deed of co-operation entered into between Toll and Patrick," Mr Little said.

"Toll intends to pursue vigorously all available courses of action in relation to any such breach.

"It is also clear that if there was any personal involvement of Messrs Scanlon and Corrigan in the speculated Macquarie proposal then they would be excluded from considering any proposal at the Patrick board level and would be precluded from voting at any scheme of arrangement."

Toll said Mr Scanlon had last month confirmed he would accept Toll's offer for his own shares in Patrick.

Mr Little said he had not spoken with Mr Corrigan or Mr Scanlon since speculation of a Macquarie-led counter-bid peaked on Friday last week.

Mr Little said the speculated Macquarie-led proposal was highly-leveraged, complex and would expose Patrick shareholders and investors to significant risks.

The Macquarie proposal would be characterised by a substantially lower exposure to Patrick's high-quality port assets, a diluted non-controlling ownership of 50 per cent, a significant $3.18 billion in new debt, smaller earnings than a Toll-Patrick combination, significant uncertainty in the future investment for rail operator Pacific National, and poorer regional growth prospects.

Toll and Patrick each hold a 50 per cent stake in Pacific National.

Mr Little said if a Macquarie proposal eventuated, Patrick shareholders may have to wait at least four months for Macquarie's speculated offer of $9 per Patrick share.

John Wylie of Toll adviser Carnegie, Wylie & Co described the Macquarie proposal as a "con job".

Mr Wylie said Macquarie intended to sell 50 per cent of Patrick's ports to the Port of Singapore and add trucking company Linfox and freight forwarder FCL to form the "new Patrick".

The "new Patrick" would be floated within six months, he said.

Toll accused Macquarie of a "massive fee grab", saying the bank and its friends would benefit from $400 million in fees while Macquarie would risk only $165 million of its own money.

Toll said Macquarie was proposing that institutional investors "bankroll this largesse for Macquarie" with $3.2 billion in the hope that Patrick could be resold in six months at a 20 per cent higher valuation.

It said Macquarie was seeking a $70 million break fee from Patrick in case it lost to Toll.

Macquarie Bank was not immediately available to comment.

A Patrick Corp spokesman said at this stage Patrick had not received any Macquarie proposal, nor had it, or Mr Corrigan and Mr Scanlon, entered into any arrangements or agreements with Macquarie.

Toll's offer for Patrick closes on this Friday, May 12.