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Andersons attacks Falcone, in defence against $1.4bn bid

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Grain-to-rail group The Andersons got personal in its defence against a $1.4bn takeover bid from HC2, accusing Philip Falcone, the chief executive of the investment group, if a "history of misconduct".

Andersons - terming HC2 the "wrong buyer" , offering the "wrong price" and striking at the "wrong time" – flagged a $11.5m fine that Mr Falcone agreed in 2013 to pay after admitting , with his hedge fund Harbinger Capital Partners, wrongdoing in a settlement with the US Securities and Exchange Commission.

"Falcone admitted to facts alleged by SEC in a consent order," Andersons said in a presentation to investors, noting that he, and Harbinger, had admitted borrowing more than $100m in customer funds to pay personal taxes.

The presentation also repeated a comment from Andrew Ceresney, co-director of the SEC's enforcement division, that "Falcone and Harbinger engaged in serious misconduct that harmed investors, and their admissions leave no doubt that they violated the federal securities laws".


Andersons, restating its dismissal of HC2's offer as "opportunistic" and "substantially" too low, also termed "highly questionable" the investment group's ability to finance and execute such as large acquisition.

"HC2's market cap is less than one-sixth of The Andersons," the presentation said, claiming that HC2 had a "mere" $138m in cash in hand, and a "thin" claim to have secured financing.

A drop of some 60% in HC2's share price over the past year "reflects [the] market's lack of confidence in the bidder".

And the briefing dismissed a "non-starter" HC2's alternative proposal of buying just Andersons' grain and rail businesses, saying it would lead to "burdensome friction costs", and terming as "cohesive" the group's existing structure, which also includes the likes of ethanol and retail assets.

Strategic investors 'lined up'

The attack follow comments last week from Mr Falcone that Andersons represented a "classic" example of a company whose businesses would be worth more separated than in their current format.

"I'd like to have a couple of those pieces under our umbrella," he added.

He acknowledged that an acquisition of Andersons, which had been on his "target list for quite some time", would be "too big for us to do solo".

However, he said that he had "got lined up" with two strategic investors that "want two of the different businesses" within the Andersons portfolio.

"It is interesting how people look at it [Andersons] and say we have looked at this company, 'we want this but not that'," Mr Falcone told the B Riley & Co investor conference.

HC2 has proposed buying Andersons for $37 per share, equivalent to a stockmarket value of $1.04bn, with the ag group coming with a further $400m in debt on top.

Andersons shares stood 2.5% higher at $36.66, not far short of the offer, in lunchtime deals in New York, where HC2 stock was 1.1% down at $4.44.

By Mike Verdin

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