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The Banking and Corporate Finance Training Specialist
Takeover Code - Advanced
Current Strategies & Tactics
This course is presented in London on:
08 November 2018, 15 March 2019, 24 October 2019
This course can also be presented in-house for your company
or via live on-line webinar
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Course Overview
Participants will: Examine the key rules in the Takeover Code, which determine when announcements
are needed and how the takeover should be conducted Understand the rules for the contractual offer and scheme of arrangement structures
and their timetables Consider the requirements of mandatory and partial offers
Be appraised of the strategies and tactics which bidders have used to initiate recommended and hostile takeovers
Look at how bidders have conducted and concluded their takeovers and the rules
which affect them Appreciate the advantages and disadvantages of the structure chosen for the
takeover See how target companies have defended themselves both in advance of a bid and
during the bid
Examine the tactics and arguments which both sides employ in hostile bids
The Takeover Code: Conduct of Offer The UK takeover framework
Legal, UKLA and Takeover Code provisions
Key rules for the conduct of public bids Announcements
When possible/firm offer announcements are required Advisers’ responsibilities for announcements What is an untoward share price movement?
Example: De La Rue/Oberthur Disclosures following announcements
Naming and Put Up or Shut Up Contents of firm offer
Conditions/pre-conditions
When can they be subjective? When can they be invoked?
What pre-conditions are possible in firm offer announcements? Minimum consideration following market purchases Restrictions
No special deals Management incentivisation in PTPs
Frustrating actions and exceptions Example: Shire/Takeda
Squeeze out requirements Overview of recent changes to rules Types of takeover
Offer statistics Contractual offer timetable
How hostile offers are played out Case study: Blue Circle/Lafarge Timetables in competitive situations
Development of Schemes of Arrangement The rules for Schemes and timetable
Mandatory offer and whitewash requirements and uses
Course Content
Course Objectives
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Partial and tender offers – rules and when they are useful
Public Takeovers: Strategies and Tactics Changes in marketplace which have affected takeovers
Bidder Strategies and Tactics
Buying share stakes in Target Advantages of buying share stakes before and during bid Risks of buying stakes
Restrictions on stake-buying and regulatory requirements Methods of acquiring stakes
Case study: Darty/FNAC/Conforama Is it worth holding a large minority stake?
Irrevocable undertakings
Advantages of holding irrevocables Attitude of shareholders
Hard and soft irrevocables Non-binding letters of intent
Impact of Takeover Code changes Return to traditional bid approach Effect of 28 day PUSU and naming
Work which needs to be done before approach Friendly negotiations or hostile offer?
Possible offers and bear hugs Case study: Effect of Cadbury/Kraft
Timing considerations of firm offer announcements and bid
Speed of bid Case study: Intu/Hammerson/Klepierre
Issues if US shareholders are present Structure: Scheme of Arrangements or Offer
Advantages and disadvantages compared to contractual offer
Schemes/offers facing shareholder opposition and competitive bids Case Study: Countrywide/3i
Case Study: Dobbies/Tesco Case Study: Corus/Tata/CSN
Cash or share offer?
Advantages/disadvantages of cash and shares Different mixes of consideration
Cash alternative structures Other financing structures Means of using foreign shares
Care with statements Price and other future actions
Post-offer undertakings Example: Sky/Comcast/Fox
Concluding the offer
When to increase offer Are no increase / no extension statements useful?
Example: SVG/HarbourVest Target Strategies and Tactics
Basic arguments for defence Directors and advisers’ responsibilities in accepting/rejecting an offer
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
Measures before a bid Keeping close to market
Identification of stakes Position of pension fund
Negotiate, open books or make possible offer announcement?
Effects of a possible offer announcement and timing Advantages of an auction
When should Target refuse to talk? When to open up books? Case Study: AstraZeneca/Pfizer
Case Study: Shire/AbbVie Forecasts and undertakings
Profit/dividend forecasts Restructuring and valuations Share buy-backs and special dividends
What works best? Pleadings
Anti-trust White knight/squire Bolster the board
“Get them before they get you”
Both Sides’ Strategies and Tactics Conflicts of interest Examining documents/statements
Case Study: Tactics in hostile takeover of GKN by Melrose Financial and managerial arguments
Direct approach to shareholders/analysts
The trainer has spent over 20 years in the City advising on a wide range of corporate finance transactions. He now provides corporate finance training courses on takeovers,
London listings and other UK market regulation, as well as providing independent corporate finance advice. His courses draw on his extensive technical knowledge and are illustrated with relevant examples from his own experience and recent transactions.
This course covers key rules in the Takeover Code regulating takeovers and the bid
strategies and tactics that are used in the current marketplace.
The tactical advantage that possible bidders have had in takeovers has changed since the Code Review and the course examines the numerous effects this has had on bidder and target strategies.
Participants will learn how takeovers are conducted from the initial stages to the
completion or lapsing of the bid and will gain an understanding of which strategies and tactics have and which have not worked. This is illustrated with examples from many transactions including the recent hostile takeover of GKN by Melrose and the on-going
contested takeover of Sky by Disney/Fox and Comcast.
Course Summary
Background of the Trainer
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
09:30-17:00
London
Standard Price: £695 +VAT Membership Price: £556 + VAT
What Redcliffe’s clients are saying about the course:
“The trainer had a good knowledge of the code & how the various takeovers have been implemented”
--Legal Counsel, Pinsent Masons “Good first-hand experience, practical real life examples & updates of recent rules”
--Vice President, RBC Capital Markets
“Lead by an experienced market practitioner. Very interesting to hear deal experience
of other participants too”
--Associate, Latham & Watkins
http://redcliffetraining.com [email protected]
+44 (0)20 7387 4484
In-House Training
Delivering this course in-house for a number of participants could be very cost effective.
The venue and timing can be agreed to suit the client, as well as the selection of the trainer and the
precise contents of the seminar.
Tailored Learning
All of our training courses can be tailored to suit your company’s exact training needs.
We will work closely with you to help develop a training programme with content that is unique for your organisation.
Please email us on [email protected] for more information
E-Learning This course can also be presented as a bespoke e-learning programme created by you to fit your exact
requirements.