The Scottish & Newcastle (S&N) saga, one of the most heated and legally complex takeover battles of 2007, has finally come to a close after the £7.8bn offer by the Carlsberg and Heineken consortium was accepted.
S&N was advised by Linklaters‘ corporate partner Matthew Middleditch and his team. By all accounts Linklaters, S&N general counsel Peter Kennerley and the FTSE100 company’s board mounted a model takeover defence and squeezed an extra £800m for shareholders out of the consortium.
As first reported by The Lawyer in October 2007, A&O corporate partners Alan Paul and Alun Eynon-Evans led the team acting for Heineken, assisted by senior associate Gordon Milne, partner Michael Jahnke and associate Desma Polydorou. Norton Rose M&A partners Chris Pearson and Andrew Phillips, dispute resolution partner Deirdre Walker and competition partner Martin Coleman advised Carlsberg.
The advisers to the deal worked flat out to complete the deal in time for the deadline set by the Takeover Panel, which was extended by 24 hours to Friday 25 January 2008.
The final close of the transaction is likely to occur by the second quarter of 2008, after antitrust clearances and scheme processes have been completed, though the door has been left open by S&N’s board for a counter-offer to be made.
A&O’s Eynon-Evans commented: “The interesting thing about this deal is that it’s a consortium break up bid. They are very rare beasts, and very complicated.
“To do it in a situation where we were recommended, that’s fine now but it hadn’t been the case historically [with S&N]. Usually you need a lot of cooperation from the target to do these kind of things.”
Before accepting the final 800p per share offer, the S&N board had rejected three offers from the consortium and arbitration proceedings were taking place in Sweden for control of BBH, S&N’s and Carlsberg’s joint venture.
Norton Rose drafted in Swedish firm Hammarskiöld & Co to assist in the arbitration.
Ashurst acted for the financial advisers to the consortium, Credit Suisse and Lehman Brothers, who assisted the consortium in financing the transaction.
The Ashurst team was led by corporate partner Robert Ogilvy Watson, international finance partner Martyn Rogers, European head of corporate Adrian Clark, international finance partner Simon Thrower.
They were assisted by associates Mark Withy, Richard Stanbrook and Tim Rennie.