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Could there be a bidding war for Affinity Education Group Ltd?

The takeover offer for Affinity Education Group Ltd (ASX: AFJ) by its larger rival G8 Education Ltd (ASX: GEM) could trigger a bidding war for the embattled childcare operator.

G8 Education is offering to swap one of its shares for 4.61 Affinity Education shares in a bid that values the target at $162 million, or 70 cents a share, if the bidder’s closing price of $3.25 on Thursday is used.

That’s a 29.6% premium to Affinity Education’s record low closing price of 54 cents yesterday following its disastrous profit guidance that came up short of market expectations.

G8 Education quickly moved to buy 16.4% of Affinity Education’s stock last night before announcing its opportunistic bid, which is likely in my opinion to draw out a competing bid as there’s room for another bidder to outmaneuvre G8 Education.

The issue with G8 Education’s offer is the lack of a cash payment. That’s no surprise as the asset-rich cash-poor bidder is having enough trouble funding its own dividend payment and aggressive acquisition plan as it is.

G8 Education’s stock is not exactly in hot demand either as the stock has crashed 42% in the last 10 months as investors question the sustainability of its grow-by-acquisition strategy and potential peak in organic growth.

If another bidder were to offer cash, even at 70 cents a share, shareholders are more likely to back such a deal.

Further, G8 Education’s share price is likely to fall when the stock resumes trading (as is normally the case for the bidder’s share price) and that will mean a lower offer price for Affinity Education’s shareholders.

G8 Education could sweeten the deal with a small cash payment to supplement its scrip-bid but it will still need to use its shares as a key component for the offer given its funding position, and that will work in a cashed-up rival bidder’s favour.

As I mentioned in yesterday’s article, Affinity Education’s stock is cheap even with a lower growth forecast. At 70 cents, the stock still looks cheap as it is trading on an estimated 2015-16 price-earnings multiple of around 6x.

That is lower than G8 Education’s 10.7x and the deal would be earnings accretive, if Affinity Education backs the deal and does not get another offer for the company.

A potential challenger to G8 Education could be the managers of property trust Arena REIT No 1 (ASX: ARF), according to The Australian. Arena holds childcare centres in its portfolio.

Private equity interests also cannot be ruled out given how active they are in the market currently, although I don’t think Affinity Education shareholders who paid $1 in the company’s initial public offer in December 2013 can exit the stock with a profit even if a competing bid emerges.

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Motley Fool contributor Brendon Lau has no position in any stocks mentioned. Follow me on Twitter - https://twitter.com/brenlau

The Motley Fool Australia has no position in any of the stocks mentioned. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy. This article contains general investment advice only (under AFSL 400691). Authorised by Bruce Jackson.

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