Third Point's Loeb Slams United Technologies-Raytheon Deal

(Bloomberg) -- Activist investor Dan Loeb came out against United Technologies Corp.’s proposed tie-up with Raytheon Co., saying the “ill conceived” deal makes neither financial nor strategic sense.

The chief executive officer of Third Point, whose hedge fund owns a stake in United Technologies worth about $836 million, plans to vote against the deal, Loeb said in a letter to the company’s board. The agreement undervalues United Technologies’ aerospace unit and CEO Greg Hayes is pushing ahead for the wrong reasons, he said.

“Since there is no strategic or financial rationale for this transaction, we can only conclude that the merger was motivated by empire building and Mr. Hayes’ desire to extend his already long overdue tenure as head of a Fortune 100 company,” Loeb said in the letter released Friday, confirming a report in Bloomberg News.

Third Point's Loeb Slams United Technologies-Raytheon Deal

Third Point invested in United Technologies in part because Hayes had promised that its plan to break up into three parts would lead to an orderly CEO transition over the next year or two and a potential upgrade in management, Loeb said.

“We were alarmed to learn that Mr. Hayes signed a new sweetheart employment agreement that would entrench him for another half a decade ultimately as both CEO and chairman of the board,” Loeb said. “We believe this to be a case of disastrously bad corporate governance.”

Biggest Decline

Raytheon fell 2.2% to $174.09 at 1:02 p.m. in New York, the biggest decline on an S&P index of aerospace and defense stocks. United Technologies rose less than 1%.

While United Technologies welcomes the opinions of shareholders, it disagrees with Third Point’s "assertions and conclusions," the company said in a statement.

The board unanimously approved the deal following a thorough review and other investors recognize the merit of the transaction, United Technologies said.

"We remain focused on executing the transaction, and continue to expect that the transaction will close in the first half of 2020," it said.

A representative for Raytheon didn’t respond to a request for comment.

Reaction to the Raytheon tie-up has been thoroughly mixed, with both companies’ shares falling slightly since the deal was announced June 9, trailing the broader market. While analysts at Cowen and Vertical Research Partners have upgraded United Technologies recently, Agency Partners in a June 10 note called the merger “illogical” and said that “it is hard to avoid the conclusion that this deal is about size for size sake.”

United Technologies and Raytheon are facing increasing pressure to explain the “economic rather than just strategic benefits” of the combination, Nicholas Heymann, an analyst with William Blair & Co., said Friday in an interview. “They’re going to have to come up with a lot more granularity about the value of this transaction for shareholders.”

Investor opposition would appear to be the biggest threat to the deal. Analysts expect limited pushback from antitrust regulators given the small overlap between United Technologies and Raytheon. The Pentagon has begun reviewing the deal and will submit its views to the Justice Department or the Federal Trade Commission.

United Technologies plans to spin off the non-aerospace operations that make elevators and air conditioners before the deal closes.

Strategic Rationale

Loeb remained unconvinced of the strategic rationale for transaction, which management has said is primarily focused on technology.

“We can appreciate why Raytheon is interested in UTC technology to further its competitive position in areas including hypersonics, directed energy weapons, and air traffic management,” he said. “However, Raytheon brings very little applicable technology to UTC’s aerospace offerings.”

Raytheon’s cyber and data analysis, for example, could be replicated through commercial relationships or supply agreements, he said. He pointed to similar arrangements between General Electric Co. and Safran SA as well as Airbus SE and Palantir Technologies Inc.

Loeb also questioned the timing of the deal and valuation ascribed to the remaining aerospace business. He said the deal undervalues aerospace division at roughly $80 a share. He believes it would be worth $115 apiece after stripping out $1.1 billion in expected losses. The company should wait until after the breakup before pursuing a deal as well because the shares were trading at a “heavily discounted valuation,” Loeb said.

The projected free cash flows and synergies didn’t justify the need for the transaction, he said, adding that the combined company would also trade at a lower multiple than United Technologies would on its own.

‘Irresponsible’ Deal

“The merged entity will likely trade on a defense multiple when defense is out of favor and trade on an aerospace multiple when aerospace is out favor,” he said.

He also called the timing of deal “irresponsible” and said it introduced unnecessary risk at a time when United Technologies is in the midst of integrating Rockwell Collins Inc. and splitting up the remaining parts of the company. He said he was worried that it may have already distracted from efforts to find a suitable partner for its Carrier unit.

“We are concerned that execution will slip further as management becomes increasingly distracted,” he said.

Loeb’s Third Point joins fellow activist Bill Ackman, who sent an email to Hayes when reports emerged about the deal in which he also questioned the strategic rationale. Ackman warned at the time he planned to oppose the deal, publicly if necessary, because it would be funded by a “highly dilutive” share issuance when the stock is already trading at a discount.

Loeb said the Raytheon deal raised other issues at the company.

“The merger proposal makes us increasingly uncomfortable with a management team that already has a poor track record. Under Mr. Hayes’ leadership and long tenure in the C-suite, most business units within UTC including Otis, Carrier, Pratt & Whitney, and Sikorsky have underachieved and trailed their peers in performance,” Loeb said.

©2019 Bloomberg L.P.

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