CMA keeps friends close and directors even closer

SHAREHOLDERS in recycling group CMA Corporation could be forgiven for thinking their company had been taken over by stealth, without them being paid a premium for control.

The board of CMA was yesterday expanded to seven with the addition of two men representing private German recycling group Scholz Invest. That brings the number of Scholz representatives to three not a majority, but the group also just happens to own 40 per cent of CMA.

It is all, however, part of a cunning plan a plan so cunning the market is yet to pick up on it judging by the company's shares, which are a meagre 7.9?, or about 10 per cent of what they were two years ago when chief executive Doug Rowe slid into the big chair.

Markets might price stocks on the future, but the reality is that poor performance and uncertainty mean heavy discounts until you deliver results and Rowe freely admits CMA is yet to do that.

What Rowe has in his favour is a friendship with Oliver Scholz, scion of the recycling group. Scholz Invest is thought to run a close second to Sims Metal in the global scrap game. Sims last year turned over $8.6 billion and CMA's revenue was just under $400 million, so comparatively it's a tiddler.

In late 2008, when everything was falling apart, CMA did a deal to shore up its balance sheet with Scholz investing $11.25 million, giving it a bit over 9 per cent of the locally listed company. Just before that share issue, CMA's market worth was about $93 million. Last night it was $76 million.

The capital injection came barely a week after waste-management group Transpacific Industries put a highly conditional share-swap offer for CMA on the table, apparently valuing CMA shares at around 22? each. The Scholz placement was done at 25?.

Then the wheels began to fall off the world economy and CMA felt the pinch of lowered commodity prices, corporate customers pulling back from new contracts, and rising bad debts.

CMA's banks became twitchy, so Rowe did another deal with Scholz, this time getting $50 million in exchange for shares and the right for the German group to appoint three directors. At that time Scholz paid 21.3? a share.

The idea was for $35 million of the issue to go to paying back some of CMA's then net-debt of $158 million. Debt at the moment is still about $120 million.

This is after yet another issue in the final quarter of last year, when CMA offered existing shareholders the chance to top up with a share-purchase plan underwritten by brokers BBY. While many shareholders took it up, there was still a shortfall. BBY seemed to have no trouble finding institutional investors however, so instead of raising $15 million, CMA received $25 million. Scholz took close to $8 million worth of the shares, this time priced at 10? each, as a sub-underwriter to BBY and Rowe put in close to $2 million.

Given that CMA lost more than $70 million last year, you would have to wonder why the professional investors were prepared to back the metals group.

It looks as if they have taken a long view for a change on how the relationship with Scholz will evolve. Oliver Scholz is understood to be considering consolidating his businesses in the Asia-Pacific region under one umbrella, as a sort of taste-test to seeing what being a public company is like.

Rowe and other investors are hoping CMA will be that vehicle, and that their company can make a Sims-like transition to the United States. CMA already has, like Sims, a Chicago base and would no doubt be keen to see it become the company's corporate headquarters.

The change-up in gears is at least a year, and probably two, down the track, but it is why Rowe has spent the past four months imploring Scholz and his finance man, Parag-Johannes Bhatt, to join the CMA board and add some depth it previously lacked.

Scholz's average in-cost of CMA shares is about 20? each, meaning he's around $45 million in the red, so he is probably happy to keep a closer eye on things.

CMA warned in December it will still make a loss of nearly $7 million for the first half, but expects a profit by June 30. Rowe, who sold his original business, Southern Recycling, into CMA in mid-2007, had a game-plan to become non-executive by December of that year but was asked to take over the running because CMA was a basket-case of more than 15 separate businesses, all operating separate logos, trucks, depots and systems.

Then came the global financial crisis. He is now into the last year of a three-year contract, but whether it is renewed will depend on the lure of a Chicago office view and if he can get CMA on the right growth path.

imcilwraith@theage.com.au