Art of the Auction

Soliciting bids is an effective way to sell a business -- but review your strategy first.

When fitness-magazine publisher Weider Publications was put up for bids late last year, the owner of the National Enquirer, American Media, flexed its financial muscle with a winning $350 million offer. Meanwhile, The Blackstone Group was buying TRW Automotive at auction from Northrop Grumman for $4.7 billion. That was just after Blackstone had teamed up with two other private buyout groups, Thomas L. Lee Partners and Bain Capital, to win Vivendi Universal’s auction of book publisher Houghton Mifflin with a $1.66 billion bid.

Competitive auctions for healthy companies remain alive and well, despite the recent lean years for mergers and acquisitions in general. In March, AOL Time Warner received the first round of nonbinding bids for its book-publishing division; among the suitors were British media giant Pearson and German media giant Bertelsmann. Needing to pay down some of its $29 billion in debt, AOL Time Warner is hoping to raise at least $400 million from the sale.

For the seller, auctions are also an effective way to shed noncore operations, as Pfizer Inc. is demonstrating. While the company is making headlines with its proposed $60 billion acquisition of Pharmacia Corp. — which won conditional approval from the European Commission in February — Pfizer is also selling off companies at auction to purify itself as a pharmaceutical and health-care colossus. During a recent three-month period, for a collective sum exceeding $5 billion, the company accepted winning bids for three subsidiaries: Tetra, an aquarium and pond-supplies firm; Adams, a confectionary business; and shaving-products company Schick-Wilkinson Sword. All had been acquired in Pfizer’s 2000 merger with Warner-Lambert.

Divesting the businesses was “a tough decision,” says Pfizer executive vice president and CFO David L. Shedlarz, though he calls it “an appropriate decision, in terms of where [the businesses] fit in the longer-term strategy of Pfizer.” But the choice of the auction vehicle was much easier: five years ago, Shedlarz used it to divest the three businesses that formed Pfizer’s Medical Technology Group.

Like many companies with assets to purvey, Pfizer sees the auction as a robust, transparent process that can ensure the best deal. But the company insists on more than just top dollar, says Shedlarz: it stipulates that bidders agree to treat employees of the acquired business fairly (see “Pfizer’s Rx,” at the end of this article).

Seller Beware

While every deal is different, M&A experts agree that there are some useful guidelines to observe when selling a company through a controlled auction. And there are also pitfalls to avoid.

An auction is a complex, drawn-out affair, compared with a one-on-one sale, and can place enormous strain on a company. “Businesses begin to fall apart during these processes,” comments Frederick S. Green, senior partner and head of the M&A practice at law firm Weil, Gotshal & Manges LLP in New York. “It’s a tremendous distraction [for] management to meet with buyers and present the company. Employees become very unsettled. Some of your best and most mobile people are going to prepare their résumés and get out while the getting is good.”

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