The Australasian Centre for Corporate Responsibility (ACCR) is commenting on the board of AGL Energy’s (ASX:AGL) decision to reject an unsolicited, non-binding takeover bid from a consortium of investors led by Brookfield Asset Management, announced today.
The board believes the offer of $7.50 per share, a 4.7% premium to the closing price on 18 February 2022, materially undervalues the company.
Dan Gocher, Director of Climate & Environment at the Australasian Centre for Corporate Responsibility (ACCR) said:
“The AGL board has consistently failed to manage the energy transition, to the detriment of shareholders. It has repeatedly failed to appoint new directors with the necessary industry experience and competence to manage the task ahead.
“Despite climbing from its lows in November, AGL’s share price has declined more than 70% over the last five years - a terrible outcome for shareholders.
“This is unlikely to be the last bid for AGL Energy, given how poorly the company has managed the energy transition.
“The board’s decision to reject the offer outright, rather than welcome dialogue with the Brookfield consortium, suggests the board thinks there are other suitors out there.
“For years, AGL has refused to invest in the transition, with growth and transformation capital expenditure as low as it’s been for a decade (see notes below).
“By desperately clinging on to coal, AGL is ignoring the accelerating transition that is happening around it. The NSW South-West Renewable Energy Zone was recently swamped with 34GW of proposals - more than 10 times its likely capacity.
“Just five months ago, 53% of AGL shareholders supported a motion calling for Paris-aligned targets for both demerged entities. The AGL board has manifestly failed to heed that message.
“While plenty of rumoured bidders have been mentioned in the media, none other than the Brookfield consortium have surfaced. The board would be foolish to dismiss them outright.
“Earlier this month, AGL shifted the closure dates of Baywater and Loy Yang A forward by just three years. This was a token gesture to appease climate-aware investors: in 2033, Bayswater will be 48 years old, and in 2045, Loy Yang A will be 61 years old.
“Then, just days later, Origin Energy (ASX:ORG) stunned AGL and the market, by bringing forward the closure of Eraring to 2025, showing AGL how quickly the market has shifted.
“AGL is an energy laggard, clinging on to 20th century technology. The market has moved; the board needs to understand this.”
Armina Rosenberg, who sits on ACCR’s Office Bearers’ committee, is the portfolio manager at GRok Ventures, one of the parties to the bid.
ACCR’s shareholder resolution to AGL Energy Ltd in 2021, calling for Paris-aligned targets, was supported by 53% of shareholders.
AGL Energy - Capital Expenditure, 2012-22
|Growth and transformation||690||454||262||426||139||217||295||388||178||173||200|
|Growth and transformation||90%||75%||51%||54%||26%||42%||38%||41%||26%||24%||29%|
Source: AGL Annual Reports 2012-21, Half Years Results 2022
AGL Energy - Electricity output by primary energy source
|Landfill gas, biomass and biogas||126||23||0||0|
|Renewables share (%)||8.5%||9.8%||10.0%||12.0%|
AGL Energy - Operational greenhouse gas footprint (material sites and fuels)
|Bayswater Power Station||13,802||14,196||14,041||12,870|
|Liddell Power Station||7,881||8,575||10,012||7,110|
|AGL Loy Yang||20,093||18,790||16,924||19,365|