10 Tempting Takeovers

by Roger Conrad, editor, Utility Forecaster

       The WorldCom/Sprint merger is toast. But utility merger mania is alive and well.
       With 140 major resource companies, three dozen communications firms and 50,000 water systems in the U.S. alone, there are plenty more targets. And with European utilities on a shopping spree, there's no shortage of suitors. Already, $200 billion in new unions were announced in 2000.
       There are two ways to play continuing utility merger mania: Buying likely candidates and betting on the success of mergers in progress.
       All of the companies profiled below are solid and most are suitable for even conservative investors.

Likely Targets

       Picking a utility takeover target depends on correctly anticipating what a would-be suitor wants. A great company can go begging for years, while a basketcase can fetch a high merger premium if it fits in with someone else's master plan.
       Happily, Allegheny Energy (AYE $29.31, Yield: 5.9%) is a great company with an asset everyone wants: 6,000 megawatts of low-cost, unregulated generating capacity.
       Under deals worked out with regulators in Maryland, Ohio, Pennsylvania and West Virginia, the utility is free to sell the output from its coal-fired plants at market prices. Even factoring in clean air costs, these plants generate some of the cheapest power on the market. That spells big profits from power sales.
       With a four-state electricity and gas distribution network, a stake in a major nationwide fiber optic network and selling at barely 10 times expected 2000 profits, the stock is a steal. Buy Allegheny Energy up to 32.
       New York's EnergyEast (NEG $19.31, Yield: 4.6%) is attractive for a different reason. After completing a series of mergers with our New England-based utes and the sale of its power plants later this year, it will control "wires and pipes" serving 2 million customers with no competition or fuel cost risk.
       Despite these strengths, the stock remains dirt cheap, trading at just 9 times 2000 estimates and 1.34 times book value. That makes it doubly attractive to would-be suitors like Britain's National Grid, which purchased wires and pipes company New England Electric for a hefty premium last year. EnergyEast is a buy up to 28.
       Florida-based Core Holding TECO Energy (TE $21.38, Yield: 6.3%) features a unique combination of low-cost clean coal plants and low sulfur coal mines to feed them. The company's primary attraction to acquirers, however, is its statewide gas and electric distribution system, which would provide instant inroads throughout the sunshine state's high growth energy market.
       A perpetual bridesmaid, the stock fell last year in the wake of a now-settled environmental dispute, and many have given up waiting for a marriage to happen. But trading at just 1.9 times book value and yielding over 6 percent, there's little risk to buying TECO Energy up to 24 and hanging around for the inevitable wedding.

       Crippling rate cuts in their own markets have sent European water utilities scurrying to buy U.S. utes to make up the lost revenue. Already bid up Connecticut Water will almost certainly be one of the next to go. A cheaper, but equally sure pick, is California Water (CWT $24.75, Yield: 4.4%).
       By completing its merger with Dominguez Water, Cal Water has basically published a blueprint for its own profitable buyout. Bids could come from overseas or from U.S.-based American Water Works, which will own a sizable chunk of the company as the result of its pending merger with SJW Water. Cal Water is a value up to 32, its most recent high.
       Like a first-time fisherman, Deutsche Telekom's crashing around to catch a U.S. telecom prize has muddied the waters for other mergers. One exception is Global Crossing (GBLX $32.19), which has stayed in clear waters so far, despite attracting considerable attention as a target last year.
       From its roots as a builder of undersea cable routes, the company now boasts a full range of advanced network services, dramatically enhanced by last year's buyout of Frontier Corp.
       The planned sale of its 1.1 million consumer local phone lines to Citizens Utilities for $3.65 billion later this year will further focus the company on the profitable business market, making it more attractive to a host of acquirers. And given its relatively small size, it's one of a shrinking handful of telecoms that can count on painless regulatory approval for a merger.
       The company is still running up a fair amount of red ink, largely due to expansion costs. But aggressive investors will find few better takeover bets than Global Crossing up to 40.

High-Percentage Plays

       With 21 of 22 deals winning regulatory approval this year, banking on the success of utility mergers is still one of the highest percentage plays on the market. The five below will prove no different.
       Added to the Income Portfolio last month, Columbia Energy's (CG $68.31, Yield: 1.3%) planned merger with NiSource has won all nine needed state regulatory approvals, securing the go-ahead in Pennsylvania and Virginia last month. With a fall completion likely for the merger, the stock has rallied closer to the deal's locked-in takeover value of between $72.60 and $74 per share. Buy Columbia on dips to 66.
       Maine-based Bangor Hydro (BGR $23.56, Yield: 3.5%), which is being bought by Canada's Emera, is cheaper relative to its takeover value. So is Indian-based Ipalco Enterprises (IPL $21.50, Yield: 3.0%), which is merging with Core Holding AES Corp. Both mergers require regulatory review in only one state and will likely sail through federal approvals as well, given the acquired companies' small sizes. I expect both mergers to be completed by early next year.
       Both Emera's all-cash $26.50 per share offer for Bangor and AES' all-stock $25 offer for Ipalco are fixed. Whether the Dow goes to 5,000 or 15,000, investors are guaranteed total returns of around 15 percent, including dividends, as long as the mergers are completed.
       A safe enough play for even the most conservative investors, Bangor is a buy below 24. Ipalco, which could attract an even higher counterbid, is a bargain to 22-1/2.
       Takeover values of my other two picks MCN Energy (MCN $21.61, Yield: 4.7%) and Empire District (EDE $23.94, Yield: 5.3%) depend on the share price performance of their acquirers, DTE Energy and UtiliCorp respectively. Adverse market conditions could limit gains, even if the deals win regulatory approval. Alternatively, profits will soar if the acquirers' stocks do well. And given the strengths of both DTE and UtiliCorp, that's likely.
       A move by UtiliCorp to $22 per share would increase Empire's takeover value to $29.50 a share, 23 percent above its current level. DTE's target bid of $28.50 for MCN contains a fixed cash component that protects the overall takeover price from fluctuation. But a return to the upper 30s for DTE stock would push the value of the deal toward $30.
       Both mergers face some regulatory scrutiny. However, odds are high both deals will be approved and at higher prices. Both Empire and MCN are superb choices for more aggressive investors up to 24.
       Editor's Note: Roger Conrad is editor of the Utility Forecaster, 1750 Old Meadow Road, Suite 301, McLean, VA 22102. 1 year, 12 issues, $129. Utility Forecaster offers the nation's most in-depth coverage of energy, communications, water, and foreign-based utilities. Utility Forecaster was named America's best financial advisory by the Newsletter Publishers Association in 1996 and 1998.

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