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Last Updated: Friday, 11 February, 2005, 18:02 GMT
Dilemma for United after opening books
By Bill Wilson
BBC News business reporter

Manchester United fans enter their club's Megastore at Old Trafford Stadium
Mr Glazer seems determined to buy Manchester United
Manchester United's board is between a rock and a hard place after granting Malcolm Glazer's request that he be allowed to examine its books.

Earlier this month, US billionaire Mr Glazer presented the board with detailed proposals of an offer to buy the football club worth �800m.

Details of the offer have not been made public, but it is thought Mr Glazer has attempted to reduce the level of debt involved, which proved such a stumbling block in his earlier "heavily leveraged" takeover attempt.

The club has previously rejected Mr Glazer's approaches out of hand saying it "did not intend to open discussions on this matter".

On Friday evening the board decided that it would open its books to Mr Glazer but said if an offer for the club was made - "and there can be no certainty that this will occur" - it was unlikely to be able to recommend it as being in the best interests of the club.
The dilemma is not only in addressing shareholder needs, but also those of the stakeholder-customers and the offer might not be in their interests
Harry Philip, Inner Circle Sports

According to widespread reports, the �500m package of borrowed money to fund Mr Glazer's previous bid has been replaced by �300m of debt and �200m of preference shares.

At face value it appears that the chance to examine the club's accounts would be a boost to Mr Glazer's campaign to buy the Premiership side.

'Devil in detail'

However chief executive David Gill and the Manchester United directors would then face a difficult decision, should a formal takeover offer then be put to them.

Some say the new proposal has simply repackaged the amount of money Mr Glazer will have to borrow.

On the other hand, pension funds and other hard-nosed investors in MUFC, including wealthy Irish duo JP McManus and John Magnier, may find a reported offer of �3 a share hard to resist.

1. Sep 26 '03: Glazer declares 3.17% stake.
2. Nov 28 '03: He spends �30m to build stake to 14.31%.
3. Feb 16 '04: Glazer 'considering' a bid.
4. October 4 '04: Man Utd confirm 'preliminary approach': New offer period starts.
5. November 12 '04: Glazer (who by then owned 28.11%) - removes 3 directors; his bank and PRs resign.
6. February '05: Bid speculation, followed by detailed proposals from Glazer.

"The devil will be in the details - but at this moment only the board and Glazer know the details of the bid," points out Harry Philip, managing director of consultancy Inner Circle Sports.

"It would appear that he has reduced the debt but has introduced some sort of 'mezzanine-type' financing, in the form of preference shares.

"The board can still let him look at the books and not recommend the offer. Our view is that it might depend on what the terms are surrounding these preference shares.

"He has still got to redeem the value of the shares - they would be sold against his equity - even if it is some years down the line."

Irish investors

Many of Manchester United's supporters own shares in the club, and the fan-based group Shareholders United is strongly opposed to any takeover by Mr Glazer.

As well as accusing Mr Glazer of simply repackaging the method by which he is borrowing, fans also worry that redemption of the preference shares may ultimately come out of club cash.

Mr Glazer and his family hold a 28.1% stake in the club, making them Manchester United's second biggest shareholders. They own the successful Tampa Bay Buccaneers American football team based in Florida.

Malcolm Glazer
Malcolm Glazer's proposal is a hot-potato for the board

Owning fractionally more of the club are Irish horse racing millionaires JP McManus and John Magnier, who hold 29% of United through their investment vehicle Cubic Expression.

They have not yet expressed a view on the bid approach and did not embrace Mr Glazer's earlier overtures, although that situation could change.

The presumption of many is that they would view a cash offer without strings as welcome.

"From a hard-nosed financial viewpoint you have to say �3 a share is a very good price," says Mr Philip.

"But the dilemma is not only in addressing shareholder needs, but also those of the stakeholder-customers and the offer might not be in their interests.

"This is all different from a normal proposed takeover, and it is difficult for the board."

'Bad timing'

Mr Philip says many fans making noises now about boycotts and not renewing season-tickets might mellow a few months into any Glazer ownership.

However Michael Stirling, of London law firm Field Fisher Waterhouse, who advises football clubs on investment, says fans might question the timing of Mr Glazer's approach.

"This is unwanted attention for the club and shareholders at this important time in a season. It causes instability throughout the whole infrastructure of the club.

"Where there is uncertainty - as far as management, players and fans are concerned - then it can only have an adverse effect.

"Ideally this should have been done during the close season."




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