After supporting breaking United Technologies Corp. into three companies, a second billionaire hedge-fund activist has come out in opposition to the proposed merger of UTC and Raytheon.
The megadeal, announced June 9, is valued at $120 billion. The new company has a proposed name of Raytheon Technologies Corp. and would be based in the Boston area. UTC shareholders would own 57% of the combined company.
UTC has 1,500 employees in Winston-Salem from its $30 billion acquisition of Rockwell Collins Inc. on Nov. 27.
UTC also committed on Nov. 27 to split UTC into three separate companies: UTC retains the Pratt & Whitney aerospace business, plus adds Rockwell operations.
It plans to spin off Otis, the world’s leading manufacturer of elevators, escalators and moving walkways, and Carrier, a global provider of HVAC, refrigeration, building automation, fire-safety and security products.
“After careful consideration, we have concluded that the proposed combination of United Technologies and Raytheon is ill-conceived and unlikely to create value for UTC shareholders,” Daniel Loeb, chief executive of Third Point, said in a letter to the companies’ boards of directors.
“The contemplated transaction instead complicates the narrative of a more focused aerospace company that was intended to emerge from UTC’s breakup.
“Third Point will not support the merger in its current form and plans to vote against it,” Loeb wrote. “We are confident many of our fellow shareholders feel the same way.”
Billionaire hedge-fund activist Bill Ackman announced his opposition to the UTC-Raytheon merger on June 11.
Ackman is best known locally for the ill-fated $1 billion short bet against Herbalife Nutrition Ltd., which he withdrew from officially in February 2018. Herbalife has more than 750 employees in Winston-Salem.
Pershing Square Capital Management LP, Ackman’s hedge-fund group, said in an August regulatory filing that it owned 4.54 shares million of UTC as of June 30, 2018. That represented 0.6% of UTC’s 800.09 million outstanding shares.
Ackman sent a letter to UTC chairman and chief executive Gregory Hayes requesting the company not pursue the Raytheon deal.
Loeb said Raytheon “brings very little applicable technology” to UTC’s aerospace offerings, and that the megadeal “would also mark a baffling change in UTC’s strategy in two ways.”
“The rationale for the breakup (spinning off Otis and Carrier) was to increase focus and accountability. This transaction represents a clear reversal.”
Loeb said the proposed merger is valued at too low of a share price for the undertaking.
“Following the deal announcement, Mr. Hayes implied on CNBC that the (merged company’s) value is $91 per share, which is too low but, nonetheless, begs the question as to why UTC would agree to issue stock at $80, or a 12% discount to this value,” Loeb said.
“Net synergies are modest and do not justify the transaction.”
Loeb said the UTC-Raytheon deal is “irresponsible and will introduce unnecessary execution risk during a pivotal time.”
“The integration of Rockwell Collins and the breakup require active involvement of the senior leadership. Management has had multiple execution challenges and has repeatedly come up short on its long-term financial targets by a wide margin. The merger proposal makes us increasingly uncomfortable with a management team that already has a poor track record.”
Hayes had said he was planning to step down as UTC’s chief executive following the integration of Rockwell Collins.
Loeb said he “was alarmed to learn that Mr. Hayes signed a new sweetheart employment agreement that would entrench him for another half a decade, ultimately as both CEO and chairman of the board!”
“We believe this to be a case of disastrously bad corporate governance and plan to bring this up with proxy advisory firms and our fellow shareholders.”
UTC said in a statement June 12 that “we are confident that our shareholders will see the merits of this transaction and the value it brings to them and the company. “We will be working diligently in the days and weeks ahead to make sure that the details of the transaction are presented to and fully understood by all shareholders.”