AMSTERDAM — Carlos Slim threatened Friday to walk away from his (EURO)7.2 billion ($9.5 billion) offer to buy the 70 percent of Dutch telecom Royal KPN NV he doesn't already own after a foundation linked to the company mounted a "poison pill" defense.
The KPN Foundation is a body peculiar to the Netherlands formed to defend the rights of not only shareholders, but also workers and customers. Late Thursday it said it viewed Slim's bid of 2.4 euros per share as hostile and exercised its right to issue temporary preference shares worth 49.9 percent of voting rights in KPN – effectively blocking Slim's bid.
On Friday, the Mexican billionaire's company, America Movil responded in a statement that its plans will benefit KPN and it could withdraw its bid if the foundation persists.
If the foundation "maintains its current position and seeks to prevent the offer from proceeding – to the detriment of KPN's customers, employees and shareholders, and also to the detriment of telecommunication services in the Netherlands, all of whom America Movil firmly believes will benefit from the offer – America Movil is prepared to withdraw its offer," it said.
KPN shares fell 3.4 percent to 2.21 euros in Amsterdam trading Friday.
The Foundation, which has 5 directors and acts independently, said the main reason for its move is that it views Movil's approach as hostile, and that it has not offered concrete guarantees to the various stakeholders. Movil has said it plans to invest in KPN and will maintain its brand and headquarters in The Hague, Netherlands, but has yet to launch its actual offer.
"The Foundation believes that América Móvil should, in accordance with... what is common practice in the Netherlands, open negotiations with KPN's Board of Management and the Dutch government as soon as possible," it said.
It is not clear what role, if any, the government should have in the matter.
KPN spokesman Stefan Simons said KPN's boards "are in contact" with Movil "and we would like to continue that."
Analyst Thijs Berkelder of ABN Amro said that company foundations are a feature of the Dutch corporate landscape, though they rarely act. The KPN Foundation was established in 1994, when the former state telecom was first privatized and politicians worried it might fall into foreign hands.
Slim's offer for KPN could be seen as opportunistic, as shares were well under 2 euros each as recently as June, but it could also be seen as generous. He built his 30 percent stake over the past two years, buying when shares were still worth 8 euros each.
Under current management, KPN has been foundering. It ran into financial trouble as increasing use of smartphones began eating into margins in the Netherlands, where it is the dominant carrier. Customers with smartphones ditched KPN's highly priced SMS text messaging service masse for cheaper Internet-based services, and KPN's profits plunged.
Then KPN paid more than it had expected to the Dutch government in an auction for fourth generation mobile licenses, loading its balance sheet with debt.
In May, the company was forced to issue 3 billion euros worth of new shares – an offering that Movil helped underwrite. Even after the share issue, KPN carried 9.5 billion euros in net debt at the end of the second quarter.
KPN recorded a second-quarter net profit of 107 million euros on sales of 2.94 billion euros. Its book value was 5.5 billion euros. Slim's bid values the company's stock at 10.2 billion euros.
Although the latest developments leave the KPN takeover in limbo, they won't affect another important deal: KPN's proposed sale of its German E-Plus unit to Telefonica SA of Spain for $11.4 billion in cash and shares. Telefonica plans to merge E-Plus with its own German arm.
Earlier this week, Movil gave its "irrevocable commitment" to the E-Plus sale – after helping KPN's boards negotiate more favorable terms than they had initially settled for. The Foundation said Thursday it also endorses selling the German arm, so that is virtually certain to be approved at a KPN shareholders' meeting Oct. 2.