The operations-oriented "liquid private equity" focused manager behind Trian Fund Management had been privately agitating for a change at the industrial conglomerate for months until last Monday, when GE CEO Jeff Immelt capitulated and announced his resignation.
The activist fund earlier this year disclosed that it had a $3.5 billion position in the American multi-national and it even increased its position six-fold between December and February. It is likely that over the past few months Peltz has been talking to Procter & Gamble management and possibly even some of its board members. As CNBC reported Friday, citing sources, Trian has filed a notice for a board seat at Procter & Gamble. Trian did not return a request by TheStreet for comment, but the deadline to nominate directors for a 2017 annual meeting expected in October, was June 13.
Should Peltz escalate his effort, a director battle at Procter & Gamble would be a massive undertaking because of the company's $231 billion market capitalization. It would be the largest director-election proxy fight in the U.S., far outstripping Peltz's 2015 battle at DuPont Co. (DD).
Nevertheless, if any activist would try such a move, it would be Trian. Watch for Peltz to gain a director position or two down the road. The most likely scenario is for Peltz to gain a seat as part of a settlement.
Also look for the consumer packaged goods company to announce plans for spin-offs, sales or even a swap out of business units. If major M&A doesn't come soon, a Trian director-battle or white paper chock full of activist demands could be next.
And Trian likely will demand significant M&A activity. Spinoffs and other major deals often follow when the activist investor acquires a large stake. Trian and other activist fund managers often push to have large companies break themselves up with the goal of extracting value by focusing the market on various parts of a business that might be hiding inside confusing conglomerate structures.
Procter & Gamble is a great example of a large, confusing conglomerate company that has hidden value. The two Procter & Gamble units most likely to be spun off or sold are its Beauty division and its so-called Over-the-Counter business. That's because neither are the best fit with P&G's core-competencies, according to April Scee, consumer packaged goods analyst at RenMac in New York.
The Beauty business includes the premium SK-II brand and mass-market brands such as Olay, Pantene, and Head & Shoulders. Procter's biggest OTC brands include Metamucil, Pepto-Bismol, Vicks, Prilosec, Clearblue, and Align.
The OTC business, if it were to be put on the auction block, would generate interest from multiple suitors, said Scee. She added that Procter might not be the best owner for the brands. And the Beauty operation also may not fit with the rest of the company, partly because its product innovation cycles are faster than the rest of Procter & Gamble's offerings.
Alternatively, Scee argued that Johnson & Johnson (JNJ) - Get Report might be interested in swapping its Oral Care and Feminine Care business for P&G's OTC business. Such an exchange could be accomplished with fewer tax consequences than a sale and would further strengthen core businesses for each, she added.
"An activist such as Trian could help push for such an outcome," she said.
And any spin-off would only be the latest M&A move in an industry that has already experienced some similar deals in recent years. Kimberly-Clark Corp. (KMB) - Get Report spun Halyard Health Inc. (HYH) in November 2014, and Reckitt Benckiser Group Plc spun Invidior PLC in December 2014. Also, Energizer Holdings Inc. (ENR) - Get Report was spun from its Edgewell Personal Care Co. (EPC) - Get Report business in July 2015. Procter & Gamble also had planned to spin its Duracell battery business before Warren Buffett's Berkshire Hathaway Inc. (BRK.B) - Get Report bought it last year.
Activists like Trian also push targeted companies to hike their shareholder distributions and cut costs. It's possible that Trian could ask Procter to commit to hiking its stock buybacks rather than acquire any new businesses. Also, Scee suggested that Trian could push for more cost cutting, beyond a $10 billion cost cut plan P&G currently is implementing.
In any event, expect some M&A activity to come - whether or not Peltz gets a board seat or issues a white paper. (His 2015 white paper at GE was 81 pages long)
"When Nelson Peltz shows up in your list of investors, you can expect that businesses get spun off," said Brian Langenberg, industrial strategist at Langenberg & Co.
Procter & Gamble's shares rose 0.2% to $89.51 on Monday morning.
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