City firms do £5bn merger in a week

Around 25 lawyers from four City law firms took just under a week to put together the complex £5bn merger of Cable & Wireless telecoms subsidiary Mercury and three cable companies.

The merger deal, signed on 23 October, is one of the largest and most complex put together in the UK, and represents one of the biggest single sources of income for the commercial department of Slaughter and May as it ties up some of the loose ends for Cable & Wireless over the next few months.

At times during the week, 20 meetings were convened simultaneously at the headquarters of merchant bank ING Barings, with the teams working on the merger right around the clock.

Bell Cablemedia was represented by Linklaters & Paines and US firm Davis Polk & Wardwell; Nynex CableComms was advised by Slaughter and May; and Videotron instructed Simmonds & Simmonds. A 20 per cent shareholder in Mercury which also owns 42 per cent of Bell Cablemedia, Bell Canada International, was represented by Clifford Chance.

Slaughters also acted for Cable & Wireless, having been instructed by US firm Cleary Gottlieb. Slaughters' lead partner William Underhill said: “It was a corporate effort, aided by a great deal of goodwill on all sides. What was unusual about it was that there were an enormous number of considerations, each with its own complexities.

“As we found a solution for one problem, which seemed not to have any adverse consequences, it would have consequences for another part of the transaction. There were no obvious right answers.”

Anthony Cann, Linklaters' lead partner acting for Bell Cablemedia, said the complexities arose from the fact that it was a four-way merger, and the deal straddled two legal systems – US and UK.

“It was an extraordinary effort. No one got a great deal of sleep,” he said.