Takeover Academy 2018

Workshop

September 27, 2018

The rules governing public company takeovers in the UK are complex, and the process can be demanding, involving a range of challenging issues and requirements. Given the potentially serious consequences of breaching the applicable Takeover Code and legislative provisions, it is of critical importance for bidder and target companies and their advisers to have a good understanding of the principal issues and considerations that can arise.

The Takeover Academy is a half day event which follows a UK public company takeover transaction through its key phases, looking at areas of the Takeover Code rules such as secrecy before announcement, stakebuilding, offer structures and consideration types, key offer documentation, certainty of funds, competitive scenarios, dealing with the media and other third parties and restrictions on frustrating action. Through the use of case studies and a workshop format, it aims to bring out a number of current themes and issues in a practical and interactive way.

Time

Registration is from 08:00 with the workshop running from 08:30 to 13:00.

Agenda

08:00 Registration
08:30 - 13:00

Chairman’s welcome

Key considerations in the early stages of a bid

This session will cover key preliminary considerations in relation to a potential takeover, including secrecy, possible announcement triggers, 'downing tools'/no bid statements and the use of schemes of arrangement compared to contractual takeover offers.

Formulating the offer

This session will look at some key considerations when formulating the offer, in particular the certainty of funds requirements that apply to cash offers and the implications of introducing different types of non-cash consideration.

We will also consider the methods available to bidders to minimise execution risk (including stakebuilding, gathering irrevocable undertakings and the use of co-operation agreements).

Structuring and documenting the deal

This session will cover the main areas to be aware of when structuring and documenting the deal. In particular, we will look at the use of conditions and pre-conditions (including dealing with governmental and anti-trust clearances), key offer document disclosure requirements (including the rules relating to post offer intention statements and undertakings) and restrictions on special deals and post-acquisition management incentivisation arrangements.

Post-announcement issues

This session will look at some of the key issues that can arise following announcement of an offer or possible offer, with a particular focus on competitive situations. We will also consider restrictions on target companies taking frustrating action, as well as issues related to dealing with the media and other third parties and the policing of meetings.

13:00 Lunch

We take pride in all of the training that we provide to our clients, and we are delighted that attendees found our previous Takeover Academies so useful:

" … really useful and well run event with some really insightful examples given by the team"

" … I was reminded about a number of crucial deal considerations and also picked up a few new points"

" … a very valuable session which gave real insights"

Contacts