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

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+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

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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

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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

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+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

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+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 enquiries@redcliffetraining.co.uk 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.