It seems one part of Gates’ vast portfolio is at war with another part. To resolve things, Gates is publicly slapping himself on the wrist — something he would never, ever have tolerated from anyone, anywhere, at any moment during his reign at Microsoft.
Gates has so much money that pieces of his empire of investments are in conflict. So like any emperor, he’s mediating a hostile takeover battle — no, not that stale old Microsoft-Yahoo thing, but an unwanted attempt to snag Republic Services by Waste Management, the king of trash hauling, and of which Gates’ personal retirement fund owns 2.3 percent.
In June, Republic Services, a second-tier trash hauler, agreed to merge with Allied Waste Industries in a stock transaction valued at $6.2 billion. That deal required that neither party would solicit a third-party bid. But the merger was broadsided by Waste Management, which a few weeks later made its own $6.2 billion all-cash offer.
WMI’s proposal drove up Republic’s stock and pushed down Allied’s, demolishing the happy harmony of the proposed merger. It was Bill Gates-devious: The cash was safer and more sensible. How could he object?
Well, Cascade Investment also owns a 15 percent stake in Republic. Cascade has not only turned into an influential investor in certain green stocks, but manages much of Gates’ massive booty from his decades of pillaging software startups as the driving force behind Microsoft.
Two weeks ago, according to WMI’s version of events in its recently filed 10-Q (scroll down to page 23):
Republic announced that its Board of Directors had determined that our proposal did not constitute, and could not reasonably be expected to lead to, a Superior Proposal, and, as a result, Republic’s Board of Directors had declined to authorize Republic to provide us with information or engage in discussions and negotiations with us. We are disappointed in the Republic Board of Directors’ unwillingness to consider our proposal as one that could reasonably be expected to lead to a Superior Proposal.
Nothing agitates attorneys quite like pissy legalese. So Republic responded in kind, brandishing a poison pill that would:
impose a significant penalty upon any person or group which acquires beneficial ownership of 10% (20% in the case of existing 10% holders) or more of the Company’s outstanding common stock, including derivatives
But Republic left open certain loopholes: the board could always acquiesce, or if someone (hello, Cascade?) were to buy more than 50 percent of untendered shares in Republic, then Republic would roll over like a dog in heat. That fine print left Bill Gates holding a trump card on both sides of the boardroom battle.
What does Bill want? Only, it seems, a bigger payout from WMI for Republic.
A few days after WMI’s unsolicited bid, Gates’ investment arm issued a press release that called the bid undervalued and “hastily made.” And then, late Thursday, another brimstone-tinged if legally vetted missive was hurled forth from the heaping bonfire of Bill Gates’ fortune, which read:
“We can only assume your ill-timed and poorly conceived pursuit of Republic is designed to disrupt what you perceive as a competitive threat to your position in the market. An acquisition of Republic will most certainly burden the company with excessive debt, distract your management, result in significant regulatory burdens, and thereby reduce shareholder value.”
Take that, Bill!
From… uhh, well from Bill: If you don’t do what you say, your attorneys may have to have a talk with your other attorneys.