Norway SWF wages lone governance crusade

Norway’s $420 billion oil fund is rattling the cage of some of the foreign companies in which it has invested. As a shareholder it deserves praise for putting its head above the parapet. But as a sovereign wealth fund it is treading a fine line.

Norges Bank Investment Management (NBIM) has been stung into action by a combination of domestic political pressure to account for its investments and heavy losses on some parts of its extensive external investment portfolio.

NBIM has publicly chastised Volkswagen for its plans to take over Porsche assets as part of a cosy merger between the two German carmakers. A detailed letter to VW Chairman Ferdinand Piech, published in full on its website, doesn’t mince words.

The fund’s list of gripes is pretty long, ranging from conflicts of interests, a lack of transparency, questionable financial and strategic logic for the deal to concerns about the treatment of minority shareholders.

NBIM’s intervention may well be too late to have any effect on the outcome of the planned tie-up. Only legal action by the fund, which had a 0.35 percent stake in VW at the end of 2008, could prevent the deal.

Nevertheless, the VW letter goes further than NBIM has before in openly criticising one of the companies in its extensive portfolio of 8,000 equity investments. This is unlikely to be a one-off, as NBIM is attempting to raise its profile.

At a presentation in London last week it laid out the tools it has at its disposal for achieving its goals. These include dialogue and engagement, contact with regulators, proxy voting, shareholder proposals and legal action.

NBIM has used this to good effect in the case of Constellation Energy  where it managed to block a unit of Warren Buffett’s Berkshire Hathaway from taking over the energy group by successfully postponing a shareholder meeting. And it is seeking a change in bylaws at four U.S. companies where it is demanding the appointment of an independent chairman.

A similar tactic at Sara Lee Corp resulted in a change to the U.S. consumer goods and food group’s rules. On one level, NBIM should be applauded. Its actions are precisely the kind that large institutions should be taking to ensure the companies they own are governed properly. This is a duty that many shareholders failed to perform in the past.

In the U.S. activist investors such as Calpers — the country’s biggest public pension fund — have been doing this for years.

However, NBIM’s position is complicated because it is the arm of a sovereign government. Agitating for change at foreign companies leaves it open to accusations that it is interfering inappropriately in the affairs of other countries. That charge has mostly been levelled at sovereign wealth funds (SWFs) from the Middle East and Asia that have taken high-profile stakes in Western companies.

NBIM, which is far more transparent than most other SWFs and based in a neutral Nordic country, has a more credible claim to be a dispassionate investor rather than a tool of Norwegian foreign policy. Nevertheless, it should not be surprised if its activism is met with a backlash.

The Playgrounds of Private Equity

Blackstone Group’s plan to buy Anheuser-Busch InBev’s U.S. theme parks for up to $2.7 billion may turn out to be a brilliant expansion into the recession-squelched entertainment industry. But it could also prove to be a roller coaster in terms of value if Americans don’t rediscover fun as part of the economic recovery.

For its part, AB InBev at least has a product that can sell equally well when people are depressed. The deal helps to satisfy its goal of raising $7 billion from divestments.

The theme park deal is one of the largest private equity transactions this year. It will add Busch Entertainment Corp’s 10 parks — including three SeaWorlds and two Busch Gardens — to Blackstone’s existing fun stable housing Madame Tussauds wax museums, Legoland and the London Eye Ferris wheel. mumblings about anti-trust issues, the private equity entertainment empire is active in a buyers market. Some say NBC Universal’s theme park could soon wind up on the block if GE sells content assets to Comcast.

Of the $2.3 billion Blackstone will pay up front, only $1 billion is equity. More than half of the deal is being financed through borrowing, which in and of itself may be reason for Blackstone CEO Stephen Schwarzman to scream with delight. Getting financing in these troubled times is no ride in the park.

DealZone Daily

HSBC (0005.HK) (HSBA.L) has resumed talks with Royal Bank of Scotland (RBS.L) over the purchase of the remaining retail and commercial units that bailed-out RBS owns in Asia, according to sources. RBS is selling its remaining retail and commercial banking units in China, India and Malaysia, worth ” a few hundred million” dollars. The talks are in early stages as Standard Chartered’s exclusive negotiations with RBS only ended within the past week or so.

For these stories and more deals-related news from Reuters, click here.

Here’s what we found in Thursday’s newspapers:

* Part-nationalised British lender Lloyds Banking Group (LLOY.L) is sounding out investors about a 15 billion pound ($23.81 billion) rights issue to help it avoid a government scheme to insure it against credit losses, The Financial Times reports.

* Chinese metals conglomerate Chinalco may be interested in acquiring a stake in UC RUSAL when the indebted Russian aluminium giant lists shares in Hong Kong, the Vedomosti business daily cites two banking sources as saying.

* China’s Baosteel has been forced to resubmit its application for Australian government approval to invest $240 million in iron ore explorer Aquila Resources (AQA.AX), the Australian Financial Review reports.

In asset management, it’s shedding season

For asset managers, the shedding season seems to have no end in sight.

More asset management units of financial institutions are likely to find their way into the market in the months ahead, as they look to separate distribution from product creation, Jefferies & Co’s financial institution group predicts. 

More than two-thirds of global asset management deal activity came from such divestitures in the third quarter, a record level in a three-month period, Jefferies said.

These included deals such as Bank of America’s agreement to sell the long-term asset management business of Columbia Management to Ameriprise, Bank of New York Mellon’s acquisition of Insight Investment from Lloyds, and the purchase by Sumitomo Trust & Banking of Citigroup’s 64 percent interest in Nikko Asset Management. 

“As larger financial institutions refocus on strategic strengths, we expect they will continue to separate asset management distribution from manufacturing,” said Aaron Dorr, a managing director.

There were 38 deals in the third quarter, down from  66 in the same period last year, but disclosed deal value climbed to $4.5 billion from $4.2 billion and managed assets transacted rose to $749 billion from $728 billion, Jefferies said.