CORVEX MANAGEMENT CALLS FOR SALE OF WHITBREAD PLC
Demand Follows Utter Lack of Engagement from Board on Meaningful Strategic and Structural Reform and Continued Adherence to Unacceptable, Value-Destructive Five-Year Plan
After Years of Chronic Share Price Underperformance, Sale of the Company is Only Credible Path to Unlocking Shareholder Value
Absent
The full text of the letter follows:
To the Board of Directors, and Shareholders, of
Funds affiliated with
We first engaged with the Board of Directors (the "Board") in early December with a simple message:
- The status quo is untenable;
- The Company continues to trade at an unacceptable discount to intrinsic value; and
- With the challenges facing the business today, the need to pursue meaningful strategic and structural reform had become unignorable.
We called for the Board to reconsider its ~£3.5 billion capital plan and hire leading financial advisors to explore all strategic alternatives available to maximize long-term value for shareholders. We sought to be collaborative – with no predetermined outcome for this review – yet the Board made clear it had no interest in including one of the Company's largest shareholders to help in this process. We were told to "wait and see," so, we waited.
Despite our request to the contrary, the "new" five-year plan announced at the
Now two weeks on from this announcement, the market has rendered its verdict. At the current ~£23 share price – a 13-year low – the stock trades at less than 8x pre-tax profit, a fraction of Whitbread's
Whitbread's persistent structural complexity and chronic misallocation of capital have delivered double-digit negative returns across every reasonable investment horizon – one, three, five, and ten years1. We have raised these concerns directly and repeatedly with the Board and management, yet rather than undertaking the substantive strategic change the situation demands, they have remained anchored to the status quo. The inevitable consequence is clear: absent transformative action, Whitbread's shares will continue to trade at a significant and unjustified discount to intrinsic value.
It is our conviction that the only credible path to unlocking that value is a sale of the Company. Accordingly, it is imperative that the Board immediately retains an independent investment bank and makes a public commitment to conduct a rigorous and comprehensive sale process, with the objective of maximizing value for all shareholders.
While any such process is ongoing, Whitbread must also immediately suspend all non-AGP growth capital expenditure and all proposed sale-leaseback transactions. Otherwise, we believe these actions would permanently impair the optionality and asset base that a transaction would seek to monetize. In their place, the Company's free cash flow should be returned to shareholders through an accelerated share repurchase program – a far more accretive use of capital at current valuations.
It is clear to us that as a Board and management team, you have failed to act with the urgency and adaptability Whitbread shareholders – the true owners of the Company – deserve. Should the Board prove unwilling to publicly commit to a formal sale process, Corvex is fully prepared to nominate a new slate of directors to ensure such a process is properly considered alongside the implementation of a clearer, more shareholder-minded capital allocation framework.
Respectfully,
Keith Meister
Managing Partner
Contacts
+1 (212) 257-4170
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1 WTB Total Returns as of
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