By Ludwig Burger
FRANKFURT (Reuters) -Activist investor PrimeStone has urged German chemicals distributor Brenntag to end talks with potential takeover target Univar Solutions and instead buy back shares and prepare for a break-up into two separate companies.
PrimeStone, which two years ago pushed for cost cuts at British wealth manager St. James's Place, made its demands in an open letter to Brenntag's management, which also disclosed that it owns 2% of Brenntag's shares.
Brenntag said in a statement on Tuesday that it has received the letter from Primestone, adding that it will "value open and constructive dialogue with all of Brenntag's shareholders."
Shares in Brenntag have dropped by about 17% since it said late last month that it was in preliminary discussions to acquire U.S. rival Univar, as the German chemicals distributor seeks to expand in the United States.
PrimeStone said in the letter that the combination would drag the two companies' combined gross profit 10-20% lower, an antitrust review would likely be lengthy and difficult, and the takeover approach amounted to risky empire-building.
Brenntag's stock market value of about $9.3 billion compares with about $5.2 billion for Univar.
PrimeStone said it had discussed the mooted transaction with Brenntag's Chief Executive Christian Kohlpaintner and Chief Financial Officer Kristin Neumann on Dec. 5.
In the letter, PrimeStone called on Brenntag management to buy back 2.5 billion euros' ($2.65 billion) worth of the company's shares and increase the net debt to EBITDA ratio to about two for a more "efficient balance sheet".
It also urged management to create two separately listed companies from Brenntag's Specialties division, which serves industries such as nutrition, pharmaceuticals and household products, and from the Essentials division, a wholesale business for process chemicals.
"Brenntag Specialties needs to be released from the burden of being tied to the Essentials business, which has dragged it down for too long already," PrimeStone said.
($1 = 0.9430 euros)