Some U.S. investors in Telecom Italia SpA said this week that they would like to see Olivetti SpA make a bigger, more cash-heavy bid for the company.
The investors' reaction to the $57.3 billion bid may influence Olivetti's advisory group: Chase Manhattan Corp., Donaldson Lufkin & Jenrette, Lehman Brothers, and Mediobanca. Those firms are responsible for financing Olivetti's takeover move.
Investor reluctance suggests that even if the bankers line up financing by Friday's deadline, they may have to either increase the size of what would be a record $22.5 billion bank loan, or restructure the deal, bankers say.
One New York-based fund manager, who asked not to be named, said the Olivetti bid was short on cash. Stockholders would receive bonds and stock in the new company, along with a cash payment of 10 euros, or about $9, a share.
"There's no way Olivetti is going to win with 10 euros," the manager said. "I think Telecom Italia's strategy is 'let's do enough to make sure that 10 bid doesn't win.'"
A Chicago-based manager of a global fund with more than a $1 million stake in Telecom Italia said he found the Olivetti bid "tempting." He added that many investors had become nervous that the bid might be successful.
The manager also said he was disappointed with the stock, bond, and cash mix, but he would not say if he would support the current offer. Still, he said, the takeover battle is having a positive effect on Telecom Italia.
"We think Telecom Italia's management needs this," the manager said. "We feel a lot more value can be created in the company."
Bankers directly involved in raising the financing either declined to comment Wednesday or did not return phone calls. But bankers familiar with merger and acquisition finance said Olivetti's current offer is almost certainly not its final one. "With a deal of this magnitude everything is subject to change," said John E. Urban, a managing director for loan syndications at Goldman, Sachs & Co.
A banker familiar with the financing added that the uncertainty surrounding the hostile takeover was not unlike a "jump ball," meaning its terms, including pricing, structure, and commitments are still evolving.
"There's nothing close to anything concrete," the banker said.
In a meeting Tuesday, investors said Olivetti chairman Antonio Tesone told them the loan would be oversubscribed, suggesting that its total might be increased.
Meanwhile, executives from both Olivetti and Telecom Italia continue to gauge investor support. Top executives from both sides met with Telecom Italia investors at separate meetings in London on Tuesday.
At those meetings, Telecom Italia executives said they had reduced the amount of the loan it was seeking to fend off Olivetti to about $5 billion. Advisers for Telecom Italia-Credit Suisse First Boston, Istituto Mobiliare Italiano, J.P. Morgan & Co., and Lazard Brothers & Co.-had been seeking as much as $19 billion.
A source close to the finance team said Telecom Italia may still seek as much as $20 billion in funding, but expects to raise the extra money, if needed, through other sources.
On Wednesday, Telecom Italia also announced it would call a shareholders meeting April 9 in Rome. There investors will vote to support current management or the Olivetti plan.
