Embarq rejected higher offer to do CenturyTel deal

When Embarq accepted CenturyTel’s $5.8-billion acquisition offer last month, it rejected a slightly higher offer from another company, according to regulatory filings made by CenturyTel last week.

CenturyTel’s offer was one of two all-stock transaction proposals submitted to Embarq on October 25. CenturyTel’s offer valued Embarq at $40.42 per share, a 36% premium, while the other bidder offered $40.86, a 37% premium. Embarq took the lower offer.

Embarq listed multiple justifications for its choice, including about $400 million in annual synergies (it’s unknown what synergies the other bidder would have seen) as well as CenturyTel’s use of 700 MHz spectrum.

The Embarq/CenturyTel deal followed months of discussions among various parties about a host of possible business combinations. In addition to Embarq and itself, CenturyTel mentioned in filings at least five other companies that engaged in some form of serious combination discussions with either company this year. On more than one occasion, CenturyTel explored the option of acquiring Embarq in conjunction with another company; that company’s participation was ruled out in September, however, as Embarq decided that a deal with it would take too long to finalize.

In mid-October, Embarq invited its two most serious suitors to submit all-stock offers. (At that point, turbulence in the financial markets had made it difficult to imagine securing enough capital for a cash-based deal.) Two days later, CenturyTel offered Embarq $41.94 per share, which was at the time a 24% premium. The following week, the other bidder offered Embarq two options: One was a part-cash, part-stock deal wherein Embarq would get $11.50 in cash and a fixed number of the acquirer’s shares for every Embarq share, which combined to value Embarq at $46 per share, a 32% premium. The other option was an all-stock offer of $44 per share, a 26% premium. Embarq replied that it was only interested in all-stock deals. But even the lower all-stock deal was higher than that from CenturyTel.

Meanwhile, the market was being ravaged by the macroeconomy, and the stocks of each company were falling.