The great Coles trolley derby begins

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COLES chairman Rick Allert yesterday fired the starting gun for the group's big sell-off, confirming that a second consortium led by Kohlberg Kravis Roberts wants to buy the retailer and is prepared to outbid Wesfarmers' opening offer.

The official start of the bidding war confirmed the entrance into the race of KKR - a move widely predicted.  The six-member KKR-led consortium told Coles it was "confident" of matching or bettering Wesfarmers' $16.47 per share offer, providing it is satisfied with Coles's books. These are to be shown to suitors from as early as today.

The sharemarket, in particular hedge funds, appeared to be confident final offers will come in well over $17, with Coles shares closing yesterday at $17.33, up 36c from Thursday's closing price, and above Wesfarmers' offer.

Tyndall Investment Management fund manager Craig Young said he believed a bidding war was a "possibility", but not a certainty.

"Still, there's a big chance KKR will be the only bidder for the whole lot," he said, supporting market talk that Wesfarmers is only after the Officeworks and Target stores.

The news comes one week after Wesfarmers secured an 11.3 per cent stake in Coles, which owns a suite of supermarkets and petrol stations, as well as Officeworks, Kmart, Target, liquor stores and hotels.  The Perth group has since obtained control of 12.8 per cent of the retailer's shares, beginning with the purchase of 34 million shares from former chairman Solomon Lew.

He stands to make more money if the bid increases, thanks to an escalator clause in his contract with Wesfarmers, according to documents released to the stock exchange. For example, if the company is sold to a rival for $17.47 a share, Mr Lew will take home a further $17 million on top of the $659 million he has already made.

The retailer put itself on the auction block in February after admitting it was unable to generate ambitious profits promised in the wake of earlier offers by KKR.

Sources close to KKR yesterday said they were still nutting out a confidentiality deal with Coles which restricts it from making approaches to other potential bidders or buying shares.

The confidentiality agreement is a condition of entering the virtual data room.  The due diligence process is expected to take between four and six weeks, and will likely be followed by offers.  The Coles board will ultimately recommend one of the offers to shareholders, who will vote on the outcome.

Wesfarmers yesterday emphasised its offer was preferable because it was the only bidder able to offer Coles shareholders scrip in its company, which meant they could continue to profit from growth in the supermarkets, liquor, petrol and general merchandise stores.

It also appealed to investors' patriotism, saying its ownership would "ensure that Coles remains in Australian hands" and crowed that it could do a deal faster than any competitor.

"[Wesfarmers' offer] is not subject to regulatory impediments, ensures that Coles remains in Australian hands and can be implemented with minimum delay to avoid further damaging ownership uncertainty impacting on the Coles's businesses," chairman Richard Goyder said in a statement.