Key Benefits
- Understand how key Takeover Code rules, announcements, and takeover structures operate in practice
- Strengthen knowledge of bidder and target strategies, tactics, and hostile bid scenarios using real transaction examples
- Examine how different structures and tactics affect the outcome takeovers
Do You Need to Attend This Course?
Advanced takeover training is a need-to-know for:
Corporate finance advisers, lawyers, and other professionals are involved in takeovers. It provides a deeper understanding of the key Takeover Code rules, as well as the strategies and tactics used by bidders and target companies in both recommended and hostile bids
Content gives participants a significant technical advantage in understanding how Takeover Code Rules and market practice work, both before the announcement of a bid and in the structuring and conduct of a contractual offer takeover, or a scheme of arrangements takeover
Sessions are “nice to know” for:
Advisers and corporates looking to understand how the UK takeover provisions, strategies and tactics in the UK takeover market work
Technical Content
Part One
UK Takeovers: Key Rules and Structure
The UK takeover framework
Legal, UKLA and Takeover provisions
Key Rules for the Conduct of Public Takeover
Advanced Takeover Code training looks at 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
Formal sale process
Example: Renishaw
Contents of the firm offer
Conditions/pre-conditions:
Code changes in July 2021
When can conditions be subjective?
When can they be invoked?
What does Panel mean by material significance?
What preconditions are possible in firm offer announcements?
Minimum consideration following market purchases
Restrictions:
No special deals
Management incentivisation in PTPs (Public to Private bids)
Frustrating actions and exceptions
Example: Shire/Takeda
Squeeze out requirements
An overview of recent changes to the Takeover Code rules is covered in this advanced session
The Structure of the Takeover
This advanced takeover course considers Contractual offers: The contractual offer timetable from July 2021
How hostile offers are played out
Case study: Blue Circle/Lafarge
Timetables in competitive situations
Mandatory offer and whitewash requirements, and uses
Partial and tender offers – rules and when they are useful
Schemes of arrangement:
Development of a scheme of arrangement for takeovers
The rules for schemes and the timetable
Structure: Scheme of arrangement or contractual offer:
Advantages and disadvantages compared to the contractual offer
Schemes/offers facing shareholder opposition and competitive bids
Case study: Countrywide/3i
Case study: Dobbies/Tesco
Case study: KCOM/USS/Macquarie
Case study: Morrisons/Fortress/CD&R
Case study: Vectura/Philip Morris International (PMI)/Carlyle
Case study: Sky/Fox/Disney/Comcast
Part Two
UK Takeovers: Strategies and Tactics
Changes in the takeover market
Bidder Strategies and Tactics
Buying share stakes in Target: Advantages of buying share stakes before and during the bid
Risks of buying stakes
Restrictions on stake-buying and regulatory requirements
Methods of Acquiring Stakes
Example: Coates/Orkem
Advanced training case study: Darty/FNAC/Conforama
Is it worth holding a large minority stake?
Irrevocable undertakings:
Advantages of holding an irrevocable
Attitude of shareholders
Hard and soft irrevocable
Non-binding letters of intent
Impact of Takeover Code changes:
Return to the traditional bid approach
Effect of 28-day PUSU and naming
Work that needs to be done before the approach
Friendly negotiations or a hostile bid?
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
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
Concluding the offer:
When to increase the offer
Are no increase and acceleration statements useful?
Example: SVG/HarbourVest
Target Strategies and Tactics
Basic arguments for the defence, for companies at risk of takeover
Directors' and advisers’ responsibilities in accepting/rejecting an offer
Measures before a recommended or hostile bid: Keeping close to the market
Identification of stakes
Position of the pension fund
Negotiate, open books, or make a 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 to defend against a hostile bid:
Profit/dividend forecasts
Restructuring and valuations
Share buy-backs and special dividends
What works best?
Pleadings
Anti-trust
White knight/squire defence against a hostile bid
Bolster the board
“Get them before they get you”
Both Sides' Strategies and Tactics in Hostile Bids
Conflicts of interest
Examining documents/statements
Case Study: Tactics in a hostile takeover of GKN by Melrose
Financial and managerial arguments
A direct approach to shareholders/analysts
Training Objectives
This advanced session examines the key rules in the Takeover Code, which determine when announcements are needed and how the takeover should be conducted
Give an update on the Code conditions and timing changes of July 2021
Understand the rules for the contractual offer and scheme of arrangement takeover structures, their timetables, advantages and disadvantages
Consider the requirements of mandatory and partial offers
Be apprised of the corporate takeover strategies and tactics that bidders have used to initiate recommended and hostile takeovers
Look at how bidders have conducted and concluded their takeover and the Takeover Code rules that affect them
See how companies at risk of a takeover have strengthened their position or defended themselves both in advance of a recommended or hostile bid and during the bid
Advanced takeover code training examines the tactics and arguments that both sides employ in hostile bids
Training Course Summary
Our advanced takeover course covers key rules regulating takeovers, bid strategies and takeover tactics used in the current marketplace. The tactical advantage historically held by potential bidders in takeovers has shifted following the most recent Takeover Code review. This course explores the wide-ranging impact of these changes on the strategies adopted by both bidders and target companies. Participants learn how takeovers are conducted from initial stages to completion or lapsing of the bid. Attendees will gain an understanding of which strategies and takeover tactics have worked and which have not. The latter is illustrated with examples from many transactions, including the recent hostile takeover of GKN by Melrose and the contested takeover of Sky by Disney/Fox and Comcast.
Your trainer
Course Trainer · 14 yrs experience
- Corporate Finance Regulatory Courses
Experience
The trainer is a UK corporate finance adviser with extensive experience in UK equity market regulation. After a City career advising major European companies, he has spent over a decade delivering corporate finance training on takeovers, London listings, and UK market rules, while also providing independent advisory support to clients and professional firms.
After graduating in modern languages from Downing College, Cambridge, our advanced takeover code training specialist qualified as a chartered accountant with Price Waterhouse. Moving forward, he spent three and a half years working at S. G. Warburg. His role included advising on a wide range of corporate finance transactions before joining Paribas in London. He would remain for 14 years, becoming a director and head of cross-border corporate finance. Following this, he spent two years in the London office of Mazars, where he was a partner in charge of international corporate finance.
Whilst working in the city, our trainer gained extensive corporate finance experience and worked with corporate clients from many countries, in particular from the UK and France. Fluent in French, he spent two years working in the head office of Paribas Paris. He has advised on a wide range of complex UK transactions, both medium-sized and large, including public takeovers, restructurings, privatisations, private acquisitions and sales, listings and equity and equity-linked issues.
Over the last decade, he has produced and delivered numerous corporate finance training courses, specialising in the development of the advanced Takeover Code and takeover tactics, and stock market regulation for companies quoted in the UK, including the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules.
Previous Deals
The trainer has advised on a wide range of complex transactions, both medium-sized and large. These have included the public takeover bids by Lafarge SA for Blue Circle plc and by Infogrames SA for Gremlin plc, the restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom, as well as private acquisitions and sales, UK listing and equity issues.
Training Style
The trainer draws on his extensive and advanced technical knowledge and illustrates subjects with relevant examples from his own experience and other recent transactions.
He encourages interactive discussion and welcomes questions from delegates, as well as posing them himself to ensure that points have been fully understood.
The trainer also presents the following courses from Redcliffe: Introduction to The Takeover Code; Introduction to the FCA Listing, Disclosure and Transparency and Prospectus Rules; and, as an in-house only course, Public to Private Takeovers and Secondary Equity Offerings.
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