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16 Oct 2023
Insight
In September 2023, there were four Rule 2.7 announcements made across the UK public M&A market and eight further possible offers announced.
Firm Offers announced this month:
- Recommended cash offer by Permira Advisers LLP for Ergomed plc - £703.1 million – cash and unlisted securities alternative – public to private
- Recommended cash offer by Alchemy Copyrights, LLC for Round Hill Music Royalty Fund Limited - £375.6 million
- Recommended cash offer by DBAY Advisors Limited for Finsbury Food Group plc - £143.4 million – cash and unlisted securities alternative – public to private
- Recommended cash offer by Berry Bros. & Rudd Limited and Atlantis Wine Holdings Limited for Hambledon Vineyard plc - £22.3 million – public to private
Possible Offers announced this month:
- Possible offer by Tariq Al Abdulla and Andrew Bascombe for Tintra plc - £26.6 million – cash and unlisted securities alternative
- Possible offer by H.I.G. European Capital Partners LLP for DX (Group) plc - £293.38 million – cash consideration
- Strategic review including formal sale process announced by Premier Veterinary Group plc
- Possible offer by Simon Dunn, Bob Dunn and John Gunn for Rotala plc - £19.7 million – cash consideration
- Possible offer by Hedin Mobility Group AB and PAG International Limited for Pendragon PLC - £447.02 million – cash consideration
- Possible offer by AutoNation, Inc. for Pendragon PLC - £447.02 million – cash consideration
- Possible offer by Thomas H. Lee Partners, L.P. for Alfa Financial Software Holdings PLC (withdrawn)
- Possible offer by Macquarie Asset Management for Renewi plc - £636 million – cash consideration
Firm Offers breakdown this month:
Year to date breakdown:
September 2023 Updates:
#FDIFriday: New HSF Global FDI podcast series sharing practical insights for investors
We are delighted to launch our new #FDIFriday podcast series, bringing together experts from our Global Foreign Investment Regulation Group to discuss the rapidly-evolving FDI regulatory landscape in accessible, digestible podcast episodes.
Decision-making by FDI agencies tends to be characterised by a lack of transparency, with typically very limited information made publicly available in respect of individual cases. As a result, it can be difficult for investors to understand how the review process is likely to play out in practice and to gauge the potential execution risk for a particular transaction.
Join us as we share our experiences gained from dealing regularly with FDI agencies around the world, offering valuable insights into the review process and identifying some key themes and trends that we are seeing in practice.
We will initially focus on the UK National Security and Investment regime, including the implications for M&A in specific sectors which are particularly in the spotlight at the moment, including tech, energy, pharma and private capital.
We will then go on to consider the most important recent developments in FDI regimes in other jurisdictions across the world, highlighting the key points that transacting parties need to be aware of and offering practical guidance for investors.
The first three episodes in this series are now available to download here, with an introduction to the UK NSI regime sharing our practical insights gained from regularly dealing with the Investment Security Unit, plus spotlight episodes focusing on the tech and energy sectors.
New episodes will be released every Friday, so bookmark the #FDIFriday homepage or follow us via your preferred podcast service to ensure you don’t miss the latest episodes!
Please do contact us with your feedback on this series, any suggestions for topic areas of interest or for any further information.
September 2023 Insights:
The level of deal activity seen this September has remained fairly consistent with the same period across the previous five years in terms of firm offers, with four firm offers being announced. The number of possible offers announced has doubled compared to September 2022, with the announcement of eight possible offers. This is the second highest number of possible offers seen so far in 2023, topped by nine possible offers in April. This could indicate that the appetite for public M&A is on the rise and it will be interesting to see how many firm offers are subsequently announced.
Many of the firm and possible offers we are seeing at the moment involve targets with significant shareholders – for example, the possible offer for DX (Group), where HIG Capital has received non-binding letters of intent from holders of 31.6% of the target shares, the possible offer for Rotala by some of its directors who hold 37.6% of the target shares and the (withdrawn) possible offer for lfa Financial Software, whose chair and founder had given an irrevocable undertaking in respect of an earlier possible offer for the company in respect of his 59% stake.
September also saw two firm offers and one possible offer with an unlisted securities alternative – the offer for Finsbury Food Group by DBAY, the offer for Ergomed by Permira and the possible offer for Tintra plc by Tariq Al Abdulla and Andrew Bascombe. An unlisted securities alternative is often used to make an offer more attractive to one or more significant target shareholders (although it is always available to all shareholders as required by the UK Takeover Code). In the case of the Erogmed offer, the company's founder, who has an 18% stake, has irrevocably undertaken to vote in favour of the scheme and elect for the unlisted securities alternative.
Useful links
- Herbert Smith Freehills Takeovers Portal.
- Herbert Smith Freehills Public M&A Podcast Series.
- The Takeover Code.
- The Takeover Panel’s Disclosure Table (detailing offeree companies and offerors currently in an offer period).
Key contacts
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The contents of this publication are for reference purposes only and may not be current as at the date of accessing this publication. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication.
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