Overview
The Challenge
The target board needed to assess a recommended offer against a backdrop of a relatively thin trading history for comparable transactions in the sector, making valuation benchmarking difficult, and against a shareholder register that included a number of significant institutional holders with differing views on timing and value. The board also needed to satisfy itself, and be seen to satisfy itself, that the process it ran to test the offer was robust, given the scrutiny any recommended takeover of a listed company inevitably attracts.
The transaction timetable was further complicated by the need to coordinate merger control filings in several jurisdictions in which the target's operations were based, each with different procedural requirements and timeframes.
Our Approach
Our M&A team advised the board throughout the process, from initial approach through to the recommended offer, including advice on the board's duties in responding to the approach and on the structuring of a limited pre-announcement engagement process with key shareholders. We led negotiation of the offer terms and the associated transaction documents, and coordinated closely with local counsel in each relevant jurisdiction to manage the parallel merger control filings.
Throughout, we worked closely with the board's financial adviser to ensure the legal and commercial workstreams remained aligned, particularly around the sequencing of shareholder and regulatory engagement.
The Outcome
The board recommended the offer, which was subsequently approved by the requisite majority of shareholders and cleared by all relevant competition authorities within the anticipated timetable. The transaction completed without material amendment to the terms originally agreed, reflecting the strength of the process run in the period before announcement.
