Major institutional shareholders in Europe's leading baker Kamps agreed on Wednesday to accept a €1.76 billion takeover bid from Italian pasta giant Barilla, Reuters reports.
Kamps management however has rejected the offer, a rare hostile takeover attempt in the consensus-driven German corporate world, as too low.
Barilla has ruled out raising its offer of €12 per share, with chairman Guido Barilla telling a newspaper he would drop the bid if a "white knight'' were to make a better offer.
Some fund managers with exposure to Kamps told Reuters they believed the bid represented an attractive premium to the stock's fair value, estimated by analysts at around €8 on the basis of its medium-term cash flow and revenue prospects.
"We are happy if we can sell for €12,'' said a portfolio manager at a major European fund which owns over one per cent of Kamps.
"Without the bid from Barilla these shares would be at eight euros or so. Kamps obviously wants to have a better price for shareholders, but I don't think it is realistic.''
Barilla says the bid values Kamps, which is 15 per cent management-owned, at over nine times 2001 earnings before interest, tax, depreciation and amortisation (EBITDA). Barilla is aiming to acquire at least 50 per cent of its shares in issue.
Kamps stock retreated from a 12-month-high hit on Tuesday, trading down 1.41 per cent by 1545 GMT, but it still stood at €0.62 - or five per cent - above Barilla's offer price.
Some institutional investors said Barilla might still have to raise its offer, which values Kamps at €1.76 billion including debt, if it was serious about expanding in Europe.
"It is a strategic decision and I don't see anything that they (Barilla) can buy instead. Otherwise they can forget their European strategy,'' said Klaus Hagedorn, a portfolio manager at Metzler Investment, which holds a stake of around one per cent in Kamps.
One fund manager with a holding in Kamps said he had already begun to sell part of his stake after the stock more than quadrupled since last September amid bid speculation.
Experts in both the debt and equity markets said a deal between Barilla and Kamps would make strategic sense, giving the debt-laden German firm the capital it needs to expand and allowing Barilla to strengthen its European position.