Why Granada should triumph on Tuesday

AT LAST we arrive at the final scene in the epic battle for Forte. It has been a gruelling drama, swinging first one way, then the other, and with surprises to the bitter end. Sir Rocco's last-minute spree on Friday evening - he splashed out pounds 14.7m of his own money on Forte shares - was compelling theatre. Even yesterday the dramatics continued, with Forte announcing the sale of another trinket - the pounds 122m White Hart chain - in its desperate struggle to throw off Granada.

But with 1pm on Tuesday the deadline for acceptances, the end is in sight. I suppose even now there could be more surprises - a white knight could emerge, Whitbread could increase its offer for Forte's restaurants. But they're leaving it mighty late.

The Granada camp think the bid is already in the bag. They detect a much warmer reception from investors than they received during their bid for London Weekend Television two years ago, and in the end they comfortably won that battle. Granada's chief executive, Gerry Robinson, supercool to the last, is planning a round of golf today.

Forte still believes it can fend off Granada, as long as Carol Galley of Mercury Asset Management, the biggest Forte shareholder with 15 per cent, can be persuaded to stay loyal. Add in Sir Rocco's 8.5 per cent, 10 per cent held by passive tracker funds and the 15 per cent owned by small private shareholders and you get close to 50 per cent and survival. So goes Forte's thinking.

Hmmm. It all looks like very wishful thinking. Forte cannot seriously expect all its private investors to remain loyal. And Ms Galley is an unlikely ally: she backed Granada against LWT. My soundings of institutional investors last week strongly suggest that Granada is home and hosed. Certainly the majority of analysts are advising Forte shareholders to sell.

Short of a miracle, it will be Mr Robinson, not Sir Rocco, taking the bow when the curtain falls on Tuesday. But before I turn to the on-stage events, a word about the goings-on backstage. This has to be one of the costliest bids ever mounted. Granada has already admitted to spending pounds 105m on advice and underwriting fees. Analysts at Kleinwort Benson point out that this is not the full story. On top of this is pounds 18m of VAT, the estimated pounds 50m of the Forte defence bill, and a pounds 75m restructuring provision, not to mention a pounds 50m payment to buy off the Council of Forte. The bill comes to about pounds 300m.

It seems to be truer than ever that thrift and good housekeeping go out of the window when bid hostilities begin. Maybe the time has come to cap the amount each side can spend on advisers in the same way that politicians are limited on election campaign spending.

Unfortunately, the only people with the influence to introduce such rules are the last in the world to do so: the powerful institutional shareholders are frequently parts of the same organisations that clean up from underwriting, merchant banking and stockbroking fees.

What of the drama on-stage? There has been a curious symmetry about the actions of bidder and target. Both, in another era, would have been termed asset-strippers. Gerry Robinson wants to flog off pounds 2bn of Forte's assets, if he succeeds, leaving just the roadside restaurants and the downmarket hotels. Sir Rocco wants to slim down drastically to the mid- and up-market hotels. Mr Robinson wants the money to pay off the hefty borrowings he needs to finance his bid. Sir Rocco needs the money to finance a bonanza of goodies he is promising shareholders if they stay loyal.

Neither strategy looks particularly enthralling. Mr Robinson is flinging himself headlong into an industry he knows nothing about. Sir Rocco is making promises he may find it awkward to keep. There has been precious little talk from either side about precisely how they intend to extract a better return from the businesses they keep. Both sides have unleashed a blizzard of financial pyrotechnics. Peering through the smoke, it is sometimes hard to tell them apart.

The analysts, meanwhile, have been hard at work crunching the numbers. There are interminable debates about the tax implications of Forte's share buyback, about whether it would enhance earnings or dilute them, about the value of the Savoy stake and how it should be distributed, about how far the Forte share price would fall back if the bid fails. The City is paid to go into the minutiae and so it goes, ad nauseam, into the minutiae. Such calculation is the bread and butter of takeover bids, and doubtless weighs with investors considering taking Granada's cash option or selling in the market. But for those wanting to stick with paper - Granada's or Forte's - the decision ultimately boils down to management: which set of managers is likely to deliver greater shareholder value?

The best guide to future management is past management. Here Granada wins hands down - on share price performance, on cash-flow performance, and on margin performance in directly comparable businesses such as motorway services. In the past Mr Robinson has delivered; Sir Rocco has not. That will count for more with shareholders than anything else.

Forte's defence has been widely admired. Since Granada unleashed its bid in November, Forte has been stung into an orgy of activity. But I suspect the burst of deals, boardroom changes and dividend promises only serves to deepen the contrast with the comatose state of the management before the bid was tabled. Will Forte slip back into bad old ways once its merchant bankers and consultants and spin doctors have pocketed their fees and walked off into the sunset?

Forte is a bit like the plumber who idles the day away and is only galvanised into a frenzy of spanner-work when the customer walks into the room. Granada by contrast has been getting on with things unsupervised.

Institutional shareholders who reject Granada's offer will be sending the worst possible message to every sleepy, non-performing management in the country. That they do not have to make an effort to increase shareholder value till after they are confronted with a hostile bid. That it is enough to employ topnotch advisers after the bid is launched to dig them out of a hole of their own making. For that reason, if no other, Forte shareholders should accept the Granada offer.