Travers Smith Braithwaite has helped broking client Evolution Beeson Gregory implement the next generation of accelerated initial public offerings (IPOs) on a management buy-in of the retail arm of Torex.
The accelerated IPO was a concept devised by Collins Stewart on the Northumbrian Water acquisition, where it was advised by Simmons & Simmons. In Torex it was structured so that the acquisition was not contingent on an Alternative Investment Market (AIM) float, although the plan is to float Torex.
The institutional investors hedged their bets as the deal includes loan notes, which will only be redeemed at a premium once Torex is listed. Sources close to the buy-in, though, say the loan notes were a historical anomaly and the principle remains intact.
Travers senior associate Alasdair Steele said: “It’s a signal that institutional investors are increasingly eager to muscle in on what was previously the domain of trade buyers and venture capitalists.”
Last week, the Court of Appeal ruled on a merger between Torex’s parent and iSOFT, which was rejected on appeal by the Competition Appeal Tribunal (CAT).
The principle was crucial as, under one interpretation of the CAT decision, the Office of Fair Trading (OFT) would have had to refer more merger decisions to the Competition Commission, leaving UK M&A transactions facing more regulatory constraints.
Clifford Chance partner Oliver Bretz said: “The court has emphatically rejected the formalistic and narrow approach taken by the CAT in favour of restoring the OFT’s discretion to decide between alternative views.”
However, Macfarlanes partner Jane Whittaker, who advised Torex’s rival IBA Healthcare, said: “The judgment said the substantial lessening of competition test was too high, but acknowledged the OFT had some discretion.” The appeal was overturned on its facts in a victory for IBA.