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Tuesday, 25 November 2014

Rule 2.8 e

I have to admit I was a little bit surprised to see reports this week claiming America's Stryker Corporation is "discussing the financing" of a multi-billion poind acquisition of Smith & Nephew.

For readers that don't recall, the Financial Times revealed in May that Stryker was looking at buying London-listed Smith & Nephew. However, once the US-based company was outed, it did an about turn and restricted itself from making an offer for six months.

Here is the Stryker statement from May:
At the request of the UK Takeover Panel, Stryker confirms that it does not intend to make an offer for Smith & Nephew. Accordingly, Stryker is bound by the restrictions under RULE 2.8 of the UK Takeover CODE (the "Code").
For the purposes of Rule 2.8 of the Code, Stryker reserves the right to announce or participate in an offer or possible offer for Smith & Nephew and/or to take any other action which would otherwise be restricted under Rule 2.8 of the Code within 6 months after the date of this announcement in the circumstances described in note 2 to Rule 2.8 of the Code.

I have no doubt this week's report - click on the link http://www.bloomberg.com/news/2014-11-24/stryker-said-to-weigh-bid-for-u-k-s-smith-nephew.html - is accurate (everybody in financial journalism knows that Bloomberg has the strictest sourcing guidelines so invariably its scoops are always on the money).

The thing is that under rule 2.8 e of the Takeover Panel code, companies that have ruled themselves out from making an offer for a UK-listed business for six months are not allowed to speak to outside advisers about launching a fresh bid until the "lock up" period expires.

Here is rule 2.8 e of the Takeover Code:

"take any steps in connection with a possible offer for the offeree company where knowledge of the possible offer might be extended outside those who need to know in the potential offeror and its immediate advisers."

Now, I have been told by very well-placed sources that "immediate advisers" can include the company law firm and a retained M&A adviser but definitely not financing banks or anybody else in the wider advisory community.

If rule 2.8 e has been broken, the Takeover Panel can extend the six month lock up period.

Here is a quote directly from rule 2.8 e of the Takeover Code:

"Failure to comply with this Rule may lead to the period of six months referred to above being extended."

So, if Stryker doesn't launch a bid for Smith & Nephew this friday (when the lock up period expires) or anytime soon, perhaps rule 2.8 e might be the reason why?      

Monday, 24 November 2014

Permira, Bridgepoint said to weigh £500 million bids for Big Bus Tours

Wow - the UK M&A market has suddenly roared back into life. And to think last Thursday I was on Tip TV noting how quiet it was in the British dealmaking scene for this time of year.

A few days later it emerged insurance giant Aviva is in advanced talks to buy Friends Life for over £5 billion (multiple hat tips to Kleinman of Sky News, Neil Hume at the Financial Times and Geoff Foster over at the Daily Mail for smoking out this deal). BT, meanwhile, announced this morning that it is looking at purchasing either O2 or EE. I guess that will probably be the last time I ever say it is "quiet" in UK M&A (yes, I realise I have used this joke twice in the last fortnight).

Friday, 21 November 2014

Chinese merchant bank zooms into Formula One

This is rather intriguing. Click on the link below and you will see that Caterham, the Formula One team that recently found itself in financial difficulty, has found a new sponsor in North Square Blue Oak and is set to race in the Abu Dhabi Grand Prix this weekend.

https://files.nsbo.com/public.php?service=files&t=9c01a967492e855a1abf12edece3126e

Thursday, 20 November 2014

Back on Tip TV talking about Kier Group, big US deals and BP

Nick Batsford - aka Moose - very kindly asked me back onto Tip TV to talk about M&A. As usual, it was great fun and also a great honour - I preceded veteran City commentators such as Panmure Gordon's David Buik.  

Here is a link to today's clip: http://www.tiptv.co.uk/archives/ma-ben-harrington-betaville-blogspot/ 

Wednesday, 19 November 2014

Another US 'vulture' fund circles Stemcor

Here is an interesting snippet I picked up the Stemcor restructuring situation I wrote about in The Sunday Times last weekend.

I hear from good sources that Monarch Alternative Capital, a US fund that specialises in buying distressed loans (also dubbed by some news outlets as a 'vulture' fund), has built up a sizeable position in Stemcor's debt.

Monday, 17 November 2014

Microchip finally rules itself out for CSR...

It's game over for investors that were betting on a potential counter bid from US group Microchip Technology for London-listed CSR.

This morning the US company said it will not proceed with making an offer for CSR after having approached the FTSE 250 company back in August. Here is a link to Microchip's statement: http://www.investegate.co.uk/microchip-technology/rns/statement-re-rule-2-8-no-intention-to-bid-csr-plc/201411170700041419X/

Wednesday, 12 November 2014

Never say its quiet...

Typical. I mentioned it was unusually quiet in the UK corporate dealmaking scene in a post this morning and a couple of hours later my rivals unearth a cracking scoop.

Anyway, Bwin.Party Digital Entertainment confirmed at lunchtime that it has entered into talks with companies interested in buying, or merging with, the online gaining group.

Chinese said to be circling Premier League - again..

It's unusually quiet in the UK corporate dealmaking scene so I thought I would take a look at a story in another sector I have a profound interest in: Premier League football.

I picked up a snippet doing the rounds last week that Dalian Wanda, the Chinese real estate company controlled by billionaire Wang Jianlin, may have rekindled its interest in buying a Premier League football club.

Monday, 10 November 2014

A Sunday review on a Monday...

Tucked away in the middle of Oliver Shah's story on J Sainsbury in The Sunday Times this weekend was quite an interesting nugget of information that appears to have been overlooked by the market.

Yesterday, Oliver revealed within the body of his news article on J Sainsbury that Crystal Amber, the activist investor run by Richard Bernstein, has been looking at the supermarket group with a view to advising a large US fund on carrying out an activist campaign involving the company.

Wednesday, 5 November 2014

A man called Klein

I have been ruminating on last week's piece in the Companies section of the Financial Times on the uber rainmaker Michael Klein. In case you missed it, here is a link to the piece by the excellent Daniel Schafer: http://www.ft.com/cms/s/0/67a9233e-5dc2-11e4-897f-00144feabdc0.html#axzz3HeCYpzDL

Schafer unearthed some extremely interesting history and quotes about Klein, who hit the headlines for supposedly advising on the $41 billion merger of Glencore and Xstrata as a one man band. Nice work if you get it.

Tuesday, 4 November 2014

Blue is the colour for a red rainmaker

Looking over last week's coverage of Christian Purslow's appointment as the new commercial boss of Chelsea FC it struck me that little has been made of the former City dealmaker's past career in the Square Mile and what that might mean for the Premier League club.

I remember Purslow from when he was at private equity firm Mid Ocean Partners, doing deals such as the £150m leveraged buy-out of LA Fitness. Prior to Mid Ocean, Purslow worked as a high-flying investment banker at Schroders and Credit Suisse.

Monday, 3 November 2014

Another cracker from Parky

I know I give Parky's trade secrets column in The Times a lot of airtime on Betaville but I just can't help doing it again this morning as his latest missive is absolutely hilarious, spot on and incredibly well written.

In case you haven't had a chance to look at Gary Parkinson's column, here is a link to it: http://www.thetimes.co.uk/tto/business/columnists/tradesecrets/article4255469.ece

Sunday, 2 November 2014

Fancy that - ENRC wins latest tussle with Sir Paul Judge - part 2

My court mole has been back in touch after having a bit of time to look over Mrs Justice Swift's judgement on whether the row between Sir Paul Judge and Eurasian Natural Resources Corporation should proceed to trial.

For readers that don't recall, Sir Paul was trying to get the courts to strike out some claims made against him for allegedly leaking board level information at ENRC, which was once listed on the FTSE 100 index. Here is a link to an Evening Standard piece on the topic:

Friday, 31 October 2014

Fancy that - ENRC wins latest tussle with Sir Paul Judge

Ping - an email arrives from my court mole with some fresh information on the ongoing row between Sir Paul Judge and Eurasian Natural Resources Corporation.

Sir Paul appears to have lost this latest skirmish after Mrs Justice Swift refused to strike out some claims made against him by ENRC, which used to be listed on the FTSE 100 index.

Wednesday, 29 October 2014

Hunting for Foxtons - part 2

Hat tip Harriet Dennys, the City diarist over at The Daily Telegraph, for tracking down Jon Hunt's spokesman and getting him/her to provide some sort of comment on the recent speculation the founder of Foxtons may be interested in buying the estate agency back of the public markets.

As Harriet points out today, a spokesman for the former Army officer refused to deny the takeover talk. Here is a link to Harriet's column:

Tuesday, 28 October 2014

Fancy that - Top Right Group announces acquisition of Money 20/20

Good to see Top Right Group - the digital publishing and events company backed by Apax and the Guardian Media Group - announce the acquisition of conference organiser Money 20/20 this morning. Here is a link to the press release: http://www.topright-group.com/news/i2i-events-group-continues-its-international-expansion-acquisition-and-multi-year-long-term-par 

Loyal Betavillers will recall I published a piece - http://betaville123.blogspot.co.uk/2014/10/top-right-group-said-to-be-close-to.html - last week hinting Top Right Group was close to a major acquisition.

Monday, 27 October 2014

Hunting for Foxtons

If you are interested in the fate of Foxtons, the London estate agent everybody loves to hate, then Martin Waller's commentary column in The Times today is definitely worth a read.

In today's business comment, the veteran writer notes speculation that Jon Hunt - the founder of the estate agency who sold the business at the top of the London property market in 2007 to private equity investor BC Partners - may be interested in buying the company back.

Sunday, 26 October 2014

Rigby returns to the fray

Congratulations to Roger Bootle and Peter Rigby.

On Friday, Bootle, the top City economist, finally got round to completing a deal to sell a 35pc stake in the economics consultancy to Lloyds Development Capital. As part of that deal, Peter Rigby, the former chief executive of Informa, makes his return to business-to-business publishing industry by becoming a director of Capital Economics.

Saturday, 25 October 2014

Fancy that - ENRC chalks up a win against lawyers in court

There is plenty of coverage this morning about the court case involving Dechert and Eurasian Natural Resources Corporation, the mining company that used to be listed on the FTSE 100 index.

Here is a link to Financial Times piece on the topic: http://www.ft.com/cms/s/0/a38a8140-5b6f-11e4-b68a-00144feab7de.html#axzz3GyEzZleG

Wednesday, 22 October 2014

Top Right Group said to be close to multi-million pound exhibitions deal

Media types might interested to hear that Top Right Group, the company formerly known as Emap, is closing in on a decent-sized events and exhibition deal.

I understand Top Right - which is owned by private equity firm Apax and the Guardian Media Group - is about a month or so away from buying an exhibitions business that would take the group's i2i division into new sectors and new countries.