DEAL OF THE WEEK – AMINEX

Ashursts defends Aminex against hostile takeover

Ashurst Morris Crisp has successfully defended a rare hostile takeover bid. Ashursts represented dual-listed oil and gas exploration company Aminex in a corporate raider-style takeover attempt by Apple Oil & Gas.
Irish oil exploration company Aminex is relatively small – it is capitalised at around £21m – but Ofex-listed Apple Oil & Gas is tiny, with a market capitalisation of just £3m and with virtually no assets. Last year Aminex, which is dual-listed in Ireland and the UK, disposed of Russian assets worth $38.5m (£26.25m), but by March had not distributed any profits to shareholders. Cash-rich Aminex was therefore an attractive proposition for a hostile predator.
Apple instructed broker Seymour Pierce to launch a bid for Aminex. On 1 March, Apple announced an offer for shares at a tiny proportion of the market rate, but backed this up with zero coupon loan notes that could be quickly redeemed once Apple had liquidated most of Aminex’s remaining assets.
Aminex called on Ashursts and long-term Irish corporate advisers O’Donnell Sweeney for advice. Aminex first came across Ashursts in 1997 when the firm acted for underwriters Guinness Mahon on the placing of Aminex shares. The company first used Ashursts for corporate work last October when it disposed of subsidiary Apcol.
Client relationship partner David O’Beirne handled the work for O’Donnell Sweeney. The Ashursts team was led by head of energy Michael Johns, assisted by Edward Baker and Christian Edwards. Apple used Arthur Cox, where partner Colin Dughan handled the bid, and McDermott Will & Emery.
The offer was covered by the Irish rather than the UK Takeover Code because Aminex is Irish-listed, but the panel rules are similar to those in the UK. Ashursts advised jointly on tactics with O’Donnell Sweeney. The battle was public and dirty. In one its statements Aminex used a quote from the Irish Independent newspaper: “Apple has no core: no production, no reserves, a weak story and little cash.” Ashursts senior associate Edward Baker said: “In a hostile bid, people expect a certain amount of mud to be thrown.”
Both companies were forced to retract statements by the Irish Takeover Panel. The panel ruled that Aminex was wrong to claim that there was “no guarantee of receiving anything” from Apple. Later, Apple was forced to retract several statements, one of which relied on a Financial Times comment that “as much as 40p a share could be returned to Aminex shareholders” under the loan notes. Ultimately, Apple did not secure enough commitments to sell and the offer lapsed on 26 April.
Aminex was a landmark for the UK oil and gas industry because, while corporate raiders have been successful in the US, they have barely featured here. Although Ashursts does plenty of smaller public corporate work, it does not feature on the sort of big-ticket M&A deals that usually attract attention.
Baker said: “Because hostile bids are so rare, it’s always interesting to be involved on one, and particularly gratifying to come out on the winning side.”