Deal of the week – Easynet/Ipsaris

Skadden Arps Slate Meagher & Flom has been working for Easynet Group for a couple of years after scooping the role as main UK adviser in a beauty parade. This purely English law deal shows the depth of the Skadden Arps practice here now, as it is a reverse takeover that involved a fully-negotiated acquisition and a readmission of the enlarged group onto the London Stock Exchange.
Easynet’s acquisition of Ipsaris was a share-for-share exchange, but because Easynet issued so many shares to Marconi, it becomes owned by Marconi while maintaining its independent listed status.
Marconi will receive 77.9 million Easynet shares in return for its majority shareholding in Ipsaris, which will give Marconi 71.9 per cent of the enlarged share capital of Easynet. The minority shareholders of Ipsaris – British Waterways Board and Railtrack Telecom Services – will receive 2.1 million and 3.3 million Easynet consideration shares respectively.
Skadden Arps partner James Healy worked with head of Europe Bruce Buck to close the deal in three months. Marconi general counsel Jeff Gordon was instrumental in the negotiations.