Capricorn Ventures, the owner of the Nando's restaurant chain, and TDR Capital yesterday put in a 387p-a-share bid for PizzaExpress, a 20p premium on the bid made by Venice Bidder, the vehicle being used by the company's former chairman, Luke Johnson, to win it back.
The offer, made through a new company, Gondola Express, values PizzaExpress at around £277.8m, with the price representing a premium of approximately 2% on yesterday's closing share price.
Venice Bidder said at first it was considering making a higher offer, a statement later toned down after pressure from the Takeover Panel to merely "considering its options". This morning Johnson's side said it had 14.5% of PizzaExpress shares tied up, and was extending its offer to April 10.
A spokesman for the Gondola consortium, which has backing for the Bank of Scotland, said: "Venice Bidder's behaviour is wholly inconsistent and rather bizarre."
Nigel Colne, the chairman of Pizza Express, said the board would recommend the highest offer. He said: "Shareholders must decide if they want immediate or long-term returns. We do believe that, if it weren't for the offers of the table, the share price would be below £3. Ever since the process started, effectively in November last year, directors have been clear that price has been the sole determinant of our recommendations. If we receive a higher offer, we would support it."
Colne added that reports of a "wholesale management walk-out" if Johnson bought the company were "much exaggerated". However, David Page, the chief executive of PizzaExpress, who effectively ousted Johnson as chairman in 1998, said: "The bottles of champagne are being opened at the PizzaExpress head office even as we speak, though I haven't told them Mr Johnson has threatened to raise his offer. They're very happy."
Page and his team have irrevocably agreed to accept the GondolaExpress offer in respect of their own 0.7% stake, as has an unnamed institution holding 8.5%. Their acceptances would only lapse if a fresh offer was made worth at least 406p a share.
Page admitted that, if Johnson did come back at that level, he would have no choice but to recommend it to shareholders even though it would be "like a turkey voting for Christmas". He said: "There's not a lot you can do about it. We would have a fiduciary duty to consider it. If Attila the Hun were to offer us £6 then we'd have to consider it."
Robbie Enthoven, the chief executive of Nando's, said: "We believe PizzaExpress is quite simply the premier pizza brand in the UK and we feel we can work closely with the company in the private arena to bring a fresh approach to a number of the difficult issues it is facing at this stage in its development."
A spokesman for Enthoven said the bidder's aim would be to focus on the 311-strong PizzaExpress brand in the UK and Ireland: "There are no plans to change any of the management, there are no plans to merge the business with Nando's and there are no plans to sell any part of the business."
Gondola Express is controlled by Capricorn Ventures International, the South African company that owns 47 per cent of Nando's, and TDR Capital, a private equity firm led by Manjit Dale, formerly of DB Capital Partners. It has secured debt funding from the Bank of Scotland.
If Gondola Express ends up winning, Johnson will get a £2.6m break fee, while Gondola Express would get a £2.8m fee if Johnson ends up buying PizzaExpress.
PizzaExpress shares rose 10p to 389.5p yesterday
The offer, made through a new company, Gondola Express, values PizzaExpress at around £277.8m, with the price representing a premium of approximately 2% on yesterday's closing share price.
Venice Bidder said at first it was considering making a higher offer, a statement later toned down after pressure from the Takeover Panel to merely "considering its options". This morning Johnson's side said it had 14.5% of PizzaExpress shares tied up, and was extending its offer to April 10.
A spokesman for the Gondola consortium, which has backing for the Bank of Scotland, said: "Venice Bidder's behaviour is wholly inconsistent and rather bizarre."
Nigel Colne, the chairman of Pizza Express, said the board would recommend the highest offer. He said: "Shareholders must decide if they want immediate or long-term returns. We do believe that, if it weren't for the offers of the table, the share price would be below £3. Ever since the process started, effectively in November last year, directors have been clear that price has been the sole determinant of our recommendations. If we receive a higher offer, we would support it."
Colne added that reports of a "wholesale management walk-out" if Johnson bought the company were "much exaggerated". However, David Page, the chief executive of PizzaExpress, who effectively ousted Johnson as chairman in 1998, said: "The bottles of champagne are being opened at the PizzaExpress head office even as we speak, though I haven't told them Mr Johnson has threatened to raise his offer. They're very happy."
Page and his team have irrevocably agreed to accept the GondolaExpress offer in respect of their own 0.7% stake, as has an unnamed institution holding 8.5%. Their acceptances would only lapse if a fresh offer was made worth at least 406p a share.
Page admitted that, if Johnson did come back at that level, he would have no choice but to recommend it to shareholders even though it would be "like a turkey voting for Christmas". He said: "There's not a lot you can do about it. We would have a fiduciary duty to consider it. If Attila the Hun were to offer us £6 then we'd have to consider it."
Robbie Enthoven, the chief executive of Nando's, said: "We believe PizzaExpress is quite simply the premier pizza brand in the UK and we feel we can work closely with the company in the private arena to bring a fresh approach to a number of the difficult issues it is facing at this stage in its development."
A spokesman for Enthoven said the bidder's aim would be to focus on the 311-strong PizzaExpress brand in the UK and Ireland: "There are no plans to change any of the management, there are no plans to merge the business with Nando's and there are no plans to sell any part of the business."
Gondola Express is controlled by Capricorn Ventures International, the South African company that owns 47 per cent of Nando's, and TDR Capital, a private equity firm led by Manjit Dale, formerly of DB Capital Partners. It has secured debt funding from the Bank of Scotland.
If Gondola Express ends up winning, Johnson will get a £2.6m break fee, while Gondola Express would get a £2.8m fee if Johnson ends up buying PizzaExpress.
PizzaExpress shares rose 10p to 389.5p yesterday
