3M Shareholders Have 4 Legitimate Gripes on Its $6.7 Billion Acquisition

Jon C. Ogg

Shares of 3M Co. (NYSE: MMM) served investors another round of bad news on Thursday, taking shares down to levels not seen since the panic selling at the end of December. It also just was not one single headline or analyst downgrade that did 3M in on Thursday — and the company cannot really blame the big drop in the Dow and S&P 500 as the largest culprit either.

3M wrecked what was looking to be a great breakout chart pattern on the stock when it issued a huge earnings and guidance disappointment (I even created a new technical pattern name for its negativity). The shares had closed out at $219.08 and anything above the prior $215 to $218 price range from April was on the verge of allowing 3M to break out of its negative range that had been in place since peaking at almost $260 in January of 2018.

Investors already know about the earnings story, and they probably already know that many analysts threw in the towel on any real recovery coming any time soon.

The first bit of bad news on Thursday was that 3M announced that it is acquiring Acelity Inc. and its KCI subsidiaries from a private equity consortium for a total enterprise value (debt and equity) of about $6.7 billion. While Acelity is called a leading global medical technology company around advanced wound care and specialty surgical applications with $1.5 billion in last year’s sales, and while it is expected to compliment and expand 3M’s presence in advanced and surgical wound care. investors have every right after the last year to think that perhaps 3M should aim to become more focused rather than taking on a new bite when its pie is already so large.

Another issue to consider here is that the acquisition, despite helping earnings long-term, will be dilutive an a GAAP reported basis by approximately $0.35 in earnings per share in the first 12 months following completion of the transaction. That may hurt some of the more picky analyst valuations ahead because 3M has already guided earnings down enough that it’s not viewed as “cheap” on an earnings multiple. Excluding items, the deal is said to be accretive to earnings per share by $0.25 over the same period if the calculations are correct.

One more issue that shareholders may feel upset about is that 3M offered share buyback guidance for 2019 that is now lower to help it pay for the company. 3M changed its buyback guidance to a range of $1.0 billion to $1.5 billion for 2019, down from an original $2.0 billion to $4.0 billion. After almost a 17% drop in the price of shares, 3M’s communication is that it won’t be opportunistic about its share repurchases.

Another bit of bad news came from the ratings agencies issuing a “downgrade-lite” call. Standard & Poor’s opined that 3M’s $6.7 billion deal being financed with (mostly) debt and some remaining cash will increase its adjusted debt-to-EBITDA, and even with strong cash flows ahead it will have a limited cushion to the S&P EBITDA ratio threshold. The group maintained its ‘AA-‘ investment rage rating, but it revised their 3M outlook to ‘negative’ from ‘stable’ which means any more bad news might bring a credit rating downgrade.

It’s always important to look at both sides of the story. Maybe 3M got a deal, and maybe it will be even more accretive than it projected. That said, there is a shadow over 3M that is not going likely to go away any time in the immediate future barring any unforeseen news that would perhaps hurt one of its competitors in a way that 3M could become favorable again.

Shares of 3M were last seen trading down 1% at $184.15 late on Thursday, versus a 52-week range of $176.87 to $219.75. 3M has a market cap of $106 billion.

To show that 3M cannot just blame the market drop, the Dow down 0.5% at the same time and the S&P 500 was down an even narrower 0.3%. And Despite a near 17% drop since right before earnings, 3M is still the 7th highest weighting among the 30 stocks that make up the Dow Jones Industrial Average. That means the Dow would have been down less on a percentage basis had 3M’s trading reaction not been this way.