Billionaire investor Kirk Kerkorian hasn't lost his appetite for U.S. automakers.
His investment firm, Tracinda, announced a tender offer on Monday aimed at increasing his stake in
, which gives the 90-year-old activist a trifecta of attempts at reviving Detroit's Big Three. He has previously waged activist battles at both
In both cases, Kerkorian failed to gain control over his target. This time around, he faces the added complication of targeting a company that is controlled by the Ford family, which holds a 4% stake of special voting stock that controls 40% of the automaker's voting rights.
Tracinda, in a press release, said it would make a cash offer of $8.50 a share for up to 20 million Ford shares. The offer represents a 13.3% premium to Ford's closing price of $7.50 on Friday. The deal, which represents about 1% of Ford's outstanding shares, would raise Tracinda's total stake to 5.6% of the company -- crossing the 5% threshold that requires investors to disclose their stake in filings with the
Securities and Exchange Commission
The firm already owns 100 million Ford shares, or 4.7% of the outstanding stock, which it began accumulating on April 2 at an average cost of $6.91 a share. Tracinda gave no indication that it has plans to become anything more than a passive shareholder.
"Tracinda has been following Ford closely since the company released its fourth-quarter results which indicated that Ford's management was starting to receive highly meaningful traction in its turnaround efforts," Tracinda said in the release. "Last week this was reinforced by Ford's first-quarter 2008 results, achieved despite the difficult U.S. economic environment."
The automaker on Thursday reported a
in the first quarter that impressed Wall Street and sent its shares higher. Still, Ford executives cautioned that the company still faces challenges in North America amid a slowing economy this year.
"Any investor can purchase Ford shares, which are sold on the open market," Ford CEO Alan Mulally and Executive Chairman Bill Ford said in a joint statement, responding to Kerkorian's announcement. "The Ford team remains focused on executing our plan to transform Ford into a lean global enterprise delivering profitable growth for all."
Kerkorian, however, isn't "any investor," particularly in the auto industry. Tracinda was Chrysler's largest shareholder at the time of its 1998 merger with DaimlerBenz. He sued the combined company in 2000, claiming that Daimler-Benz defrauded him by casting the deal as a "merger of equals." A federal judge rejected his claim.
A year ago, Tracinda made an unsuccessful $4.5 billion cash offer for Chrysler, and in 2006 it sold off a nearly 10% stake of GM after Kerkorian's representative on the company's board, Jerome York, lost a boardroom battle with GM CEO Rick Wagoner. Tracinda was pressuring GM to enter into an alliance with Carlos Ghosn's Nissan-Renault, which Wagoner refused.
GM will report its first-quarter earnings results on Wednesday.
"Initial professions not withstanding, Kerkorian's role in the auto industry has been anything but passive," said Bear Stearns analyst Peter Nesvold in a note to clients. "Nevertheless, we see less opportunity for aggressive activism in this case, given the Ford family's Class B voting rights."
Currently, analysts see few routes that Ford could take in terms of dealmaking or asset sales -- beyond a sale of the company or a merger -- that Mulally wouldn't pursue if it made business sense.
Ford's finance arm, Ford Credit, probably wouldn't win a high valuation in a sale, because it's unlikely that it could boost its credit ratings as a stand-alone company. That was the rationale for GM's sale of its finance arm, GMAC, and it proved to be without merit.
Other Ford assets -- like Mercury, Volvo and Mazda -- would likely be sold by Mulally if he found a deal that made sense. Ford recently announced the sale of Land Rover and Jaguar.
Meanwhile, Kerkorian hasn't called for any changes yet at Ford as he did at GM. Perhaps he'll remain passive in the hope that Ford will continue to progress in its turnaround. If the economic downturn should prove more perilous for the company than it has so far, Kerkorian could then find himself in a strong position to pressure the controlling family into a sale.
Calyon Securities analyst Mark Warnsman says it is unlikely that the Fords will relinquish any control over the company.
"The family held on through the early 1980s, when the situation was much worse, and many of the same players are still there," Warnsman says. "They seem to see themselves as inextricably linked to the company. Dynastic families do walk away from their companies, as we've seen elsewhere recently, but the family hasn't given any indication that it's going to.
"As long as there's hope for dividends in the future, I see them sticking around," says Warnsman.
Ford shares were rising 10.5% to $8.29 in recent trading.
Rivals General Motors,
( DAI) were mixed in recent trading.