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Rage Against The Ronald
(FORTUNE Magazine) – You know who Ronald Perelman is, right? The Wall Street wheeler-dealer billionaire who controls Revlon and a bunch of other companies. Makes the society pages with his divorces (expensive) and marriages (to actress Ellen Barkin, most recently). Well, he's about to hit the news again--and this time it's because of his business practices, not his personal life. He's the subject of a small but ugly lawsuit due to go to court in December. Now, I'll be honest with you: I hate writing about Ronald and his companies. Why? It's a nasty business. Slogging though his peregrinations gives me a migraine. I wouldn't be bothering, except that this suit is a perfect bite-sized microcosm of how the Perelman machine works. I've learned Perelman is a master of mind-boggling, complex transactions that seem to me to serve one purpose: obfuscating his never-ending quest to drain money from some hapless enterprise at the expense of investors. Evidence: Just look at stock charts of companies in his universe. In time almost all of them sink. One recent exception: Golden State Bancorp (GSB), up more than threefold since Perelman took over in 1993. This suit helps show his modus operandi. It concerns two of his companies: Panavision (PVI), which makes high-end movie cameras, and M&F Worldwide (MFW), a holding company in Camden, N.J., that operates, of all things, a manufacturer of licorice flavors. It's an incarnation of a company called MacAndrews & Forbes, which Perelman bought into back in the 1970s. Here's the story: This past April Perelman had MFW purchase his 7.3 million shares in Panavision for $80 million in cash, plus shares of MFW common and preferred. The deal was worth some $100 million in total, or about $17 a share. This, when PVI was trading for $4 a share. That offer, by the way, was not extended to other shareholders of PVI. So not only did Perelman extract a huge trove of cash, but his stake in MFW climbed from 35% to 53%, giving him control of the company. A committee of three independent directors signed off on the transaction, but disgruntled shareholders say they have ties to Perelman and do not have shareholder interests at heart. So how does Perelman justify his move? Says MFW CEO and longtime Perelman protege Howard Gittis: "It's simple, really. MFW is a great company, but it wasn't really growing." By contrast, Panavision had so little equity that it was difficult to trade, and thus undervalued. And had MFW made the offer to all shareholders instead of just Perelman, it would have had negative tax implications. So it should be a win-win, right? Not for MFW investors: The stock was trading at $6 last year; now it's at $4.45. Yes, that 25% drop is about the same as the market's, but MFW was no tech highflier. It's a dirt-cheap stock (sports a P/E of four!) and a profitable company. Not surprisingly, many shareholders were outraged over this move. A spate of lawsuits, filed when the transaction was first proposed, have been collected into a class-action suit. Perelman has settled one: He's agreed to buy one million shares from a California investor named John Vannini and pay his legal fees. Total cost: $11 million. (Not a bad premium!) Why didn't Perelman settle the others? One miffed MFW shareholder says Perelman was scared because Vannini had damaging information on the inner workings of his empire. Gittis denies this: "It's because with Vannini, I could buy back one million shares of stock. The other plaintiffs have only 60,000 shares." How does this all leave Perelman? Same as he ever was. For him, fighting these types of battles is simply the cost of doing business. And though his companies may be troubled, there always seems to be some investor who looks at the prices of his securities and figures, "What the hell, it's cheap!" News flash to Wall Street: Investing is hard enough work. Why in the world would you subject yourself to a situation where you know over time you are likely to lose? Why in the world would you subject yourself to Ronald Perelman? Watch this weighty deal Losing weight is not a trend. It's not a fad. The technology won't become outmoded next product cycle. And there's Fergie! With all that in mind, it appears that Weight Watchers is primed to move ahead with its public offering. Even in this environment. Fat deal? Richly priced? I knew you'd ask that! Weight Watchers was founded in the early 1960s by one Jean Nidetch, who would invite friends and neighbors to her home in Queens, N.Y., to help each other lose weight. H.J. Heinz bought the company in 1978 and built up the Weight Watchers line of foods. Two years ago Heinz sold 94% to Artal, a European investment group, for $735 million. Today, the company has operations in some 30 countries and says that more than one million people a week go to WW classes. Now Artal is looking to sell some 17 million shares--about 16%--to the public, at around $23, which would give the company a value of $2.4 billion. Not a bad little return for Artal, eh? Hope Fergie's getting a piece of that! |
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