Herbert H. Haft, chairman of Dart Group Corp., was holding his cards close to the vest yesterday, leaving industry analsyts guessing about whether he will raise his $3.9 billion bid to buy Safeway Stores Inc.
The directors of Safeway on Sunday arranged to sell the world's largest supermarket chain to a newly formed private corporation for about $4.1 billion in an effort to thwart Dart's hostile takeover attempt.
A spokeswoman for Landover-based Dart said it is reviewing the situation and "will be making a determination shortly" on how to respond.
Dart, the holding company controlled by Washington's Haft family, has at least three attractive options, food industry experts said yesterday. It could come back with a higher bid, it could sell its Safeway stock back to the company and pocket a multimillion-dollar profit, or it could carry out its threat to sue Safeway, hoping to collect damages or win another chance to take over the company.
Most industry experts expect the Hafts to increase their offer, said Jeff Metzger, publisher of Food World, a retail food trade newspaper. "They're already in fourth gear; I think they're going to try to hit overdrive."
Safeway rejected Dart's $64-a-share cash offer in favor of a bid of $69 a share from SSI Holdings Corp., a firm created by Kohlberg Kravis Roberts & Co., a specialist in arranging corporate buyouts. Members of Safeway's management would own up to 10 percent of the new company and would continue to run the chain if the transaction is completed as planned.
Safeway's shareholders can sell their shares to SSI or Dart or wait to see if the bidding goes higher. Most Safeway stock, about 57 percent, was owned by banks, pension funds and other institutional investors as of June 30, according to Securities and Exchange Commission documents.
Dart owns 3.6 million shares, or 5.9 percent, of Safeway's stock and could sell it back to SSI for more than $248 million, under terms of that offer. By selling it, the Hafts would reap more than a $100 million profit on the stock, which it purchased for slightly more than $41 a share. That $100 million profit would be reduced by an unknown amount by deductions for expenses related to the takeover attempt and by taxes.
But the Hafts have little to lose and much to gain by raising their offer, analysts said yesterday, predicting that the price of Safeway stock could reach $75 a share by the end of a bidding war. The stock shot up $4.63 yesterday to close at $66.50.
If the Hafts outbid SSI, they would gain control of a worldwide chain of 2,365 supermarkets with annual sales of almost $20 billion.
If SSI is pushed to raise its offer, the Hafts still could sell their shares and make an even bigger profit.
Another option would be for Dart to sue Safeway for allegedly negotiating a deal with KKR while refusing to negotiate with Dart. Although Safeway has taken steps apparently designed to blunt that legal challenge, a suit could stall the sale and possibly force SSI to buy back Dart's shares at a higher premium, some observers said, adding that this seemed to be the least likely scenario.
Safeway would not place a value on SSI's complex offer of cash and securities, but conservative estimates valued it at $4.1 billion. Safeway said SSI would offer $69 a share in cash for up to 73 percent of Safeway's 61 million common shares outstanding. In a second step, SSI would swap each remaining share for debentures -- a form of security -- worth $61.60 and a warrant to buy SSI stock if the company makes a public stock offering. A Safeway spokeswoman said no value has been placed on the warrants.
The first shareholders to accept the offer apparently will get cash, while those who hold out could get only securities.