A&O poised to win Guardian iT after SunGard takeover

SJ Berwin is advising debt-laden disaster recovery client Guardian iT on a recommended £56m take-over offer from US counterpart SunGard Data Systems. SunGard, advised by Allen & Overy (A&O), was the successful bidder out of a reported five companies which have been chasing Guardian iT since mid-February.
The Lawyer understands that A&O will win Guardian iT as a client when SunGard takes over the company. It is also believed that SJ Berwin does not expect to receive any more instructions from Guardian iT after the sale.
SJ Berwin’s lawyers had twin roles in the deal. The first was to administer the bidding process and the second was to negotiate with Barclays Bank, advised by Clifford Chance, and others about Guardian iT’s debts. Guardian iT, now valued at £56m, has net debts of £111m. In June 2000, at the height of the technology boom, the company held a rights issue in order to buy disaster recovery company Safetynet for £135m.
SJ Berwin corporate finance partner Peter Anderson said the deal was unusual because of the large number of bidders the firm needed to organise. The bidding process took around six weeks. SJ Berwin set up two separate deal rooms in its Chancery Lane and Gray’s Inn sites for bidders to perform due diligence on Guardian iT. “We had to make sure that bidders had time to perform the due diligence while making sure they didn’t bump into each other,” said Anderson.
A&O partner Jeremy Parr advised SunGard and led the due diligence process. “If you do a private auction you can ask for as much information as you like, but on this deal you had to be mindful of the fact that they would give the information to everyone,” said Parr. “You ask for debt levels and financial information, but you can’t ask for extensive details on things like overseas investments.”
Guardian iT’s shareholders still have to accept SunGard’s offer, but SunGard already owns around 20 per cent of the company. As soon as its offer was accepted it sent its broker Cazenove to the market to purchase Guardian iT shares.
It was reported that Hewlett Packard, IBM and private equity companies Alchemy and Apax Partners were among the other bidders for Guardian iT.