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LONDON-Debenhams is facing a backlash from two of its biggest shareholders over a £150 million ($242 million) property deal.

Standard Life, with 5% of the shares, and Prudential, with 7%, are refusing to back a proposed £1.5 billion (£2.4 billion) takeover of the company by Permira because they believe the bidding process did not provide shareholder value.

The shareholders believe that Debenhams board should have explored the option of a sale and leaseback before they agreed to the £150 million ($242 million) deal between Permira and Legal & General intended to part-finance Permira’s bid.

The opposition from such powerful shareholders is expected to kick-start a bidding war, possibly with CVC and Texas Pacific Group entering the fray. Last week the board recommended the Permira offer of 425p a share but Standard Life believes the bid price is too low and does not reflect the value of the company’s property or the business.

Since 1998 when Debenhams de-merged from Arcadia, it has opened 19 department stores at an average cost of £119 million ($194 million) and bringing its portfolio up to 102 units. The company now has combined property holdings worth £442.3 million ($721 million).

Irrespective of how the bidding pans out, Debenhams is going to have to pay out. The department store has agreed to pay a break fee of £6 million ($9.7 million) if the independent directors fail to recommend Permira’s 425p-a-share offer. It has also agreed to pay £8.5 million ($13.7 million) in compensation to Permira or the CVC and Texas Pacific consortium if either party is trumped. Controversially, Debenhams will also pay up to £6 million ($9.7 million) of advisory fees for CVC and Texas Pacific.

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