UK Public Company Acquisitions - Key Issues for Buyers to Navigate

Introduction

‘UK plc’ continues to remain attractive to both domestic and international buyers and we are expecting a market uptick in this area.

This new virtual classroom seminar will explore how public M&A deals work in practice and will focus on the key regulatory, transactional and practical considerations for those advising potential buyers of companies subject to the UK public takeovers regime and key target company points of note.

Tripping over the rules relating to which companies are within scope of the UK Takeover Code can have material implications for your client or company, resulting in premature announcement obligations and their related (generally adverse) consequences or potential buyers being put ‘off side’.

This session will provide practical tips on how to navigate issues on live transactions and key preparatory steps.

What You Will Learn

This live and interactive course will cover the following:

Initial pre-launch considerations to navigate

• Approaching third parties
• Announcement obligations
• Disclosure obligations
• Recommended vs hostile?
• Involving management
• Going alone or going in with others - consortium and joint bids
• ‘Concert party’ considerations

Transaction structures and how to decide which route to pursue

• Contractual offer - key features and pros/cons
• Scheme of arrangement - key features and pros/cons
• Other - mandatory offer, tender offer, partial offers

Consideration - Cash/shares/mix and financing a bid

• Key considerations when settling on nature of consideration to be offered
• Financing sources and ‘certain funds’

Due Diligence - Key points to look out for

• Issue spotting when undertaking due diligence from public sources
• Dynamics and considerations of target companies providing due diligence information

Transaction risk mitigation

• General prohibition on offer related arrangements and how to manage through this
• Conditions… on paper and in practice
• Securing shareholder buy-in - approaches, irrevocables, letters of intent

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.