BT Readies Itself for Takeover Bids as Crozier Arrives as Chairman

Adam Crozier may barricade himself inside the board room at the new headquarters.

Crozier joined the board of Britain's biggest phone company a month ago. He will need to start preparing for a potential takeover bid for the company immediately, as advisers and executives expect it to happen within the next few months.
Robey Warshaw and Goldman Sachs Group Inc. were brought on as defense advisers by the London-based group after French billionaire Patrick Drahi revealed a 12.1% stake in June.
The U.K. takeover rules that prevent the telecommunications tycoon from increasing his stake are set to expire in December, and one of the people said that the company is preparing for the possibility that he buys more shares on the open market or builds his position via derivatives.
The company has been increasing its defenses, including change-of-control clauses for its debt, according to a report. Drahi moved more money into the U.K. company which holds the shares ofBT.
Crozier, a former chief of Royal Mail and ITV, is now in charge of the former state telecom monopoly, which has just left its historic offices by St. Paul's Cathedral in the City of London.
Its shares have fallen more than 50% in the last five years due to competition, regulation, and an accounting scandal. One of the people said that the board may find it hard to advise against a generous premium.

A person familiar with the matter said that Drahi has met the top executives at the company and inquired about their growth plans. In its most recent results, the company highlighted its progress in cutting costs. They are higher than their competitors, but that may help them avoid one of Drahi's favorite tactics.

Representatives for Altice did not respond.

Other people are interested in being a suitor.

It is possible that interest from further away will be attracted by the fact thatBT is a telecommunications company. Reliance denied a story in the Economic Times that it was considering taking over or investing in British Telecom.

Tim Hoettges, the CEO of the second-largest shareholder inBT, said he expects change in the coming year and he could be a "king maker". The bar for him to net a return is high since he acquired the stake at several times its current value.

Private equity could be involved. KKR attempted to take over Telecom Italia SpA, the Italian equivalent of British Telecom. The Mail on Sunday reported that private equity firms valuations of Openreach alone had reached 40 billion pounds, more than double the group's total market cap. CVC considered a takeover ofBT last summer when its valuation hit an 11-year low.
Private equity has strong links with the management ofBT. Two years ago, Bain Capital bought the market research firm Kantar. The Bain connection is deepened by the fact that Philip Jansen is still a long-time adviser to the firm and his brother Chris is the new CEO of Kantar.

Similar digital infrastructure assets currently fetch high valuations, so it may be that the bidders focus on the fiber optic infrastructure. Although he was open-minded about how to fund Openreach's roll out, he was opposed to carving it out. The search for a joint venture partner for Openreach's rural roll out was abandoned recently.

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