City trio wage war over Hillsdown offer

Herbert Smith, Clifford Chance and US firm Weil Gotshal & Manges are fighting to resolve a hotly contested multi-million pound bid for Hillsdown Holdings.

UK venture capital group Candover, which is being advised by Clifford Chance, and US private equity group Hicks Muse Tate & Furst, advised by Weil Gotshal, are in the middle of an unprecedented public fight for food giant Hillsdown in one of the UK's biggest public-to-private bids.

As The Lawyer went to press, Hicks Muse had increased its offer to 147p a share, valuing Hillsdown at u823m. This topped Candover's offer of 145p a share on 28 May, which was more than Hicks Muse's previous offers of 127p and 141p.

Herbert Smith's corporate finance partner David Paterson led an eight-strong team from Herbert Smith advising Hillsdown's independent directors.

Paterson says the deal is highly unusual. “Venture capital bids are usually regarded as fairly cautious and it's unusual for two venture capital groups to get involved in a public battle,” he says.

He adds that the deal features break fees – fixed amounts payable by Hillsdown to the loser – for both sides in the battle. “Both sides are investing other people's money, and they have to do a lot of due diligence and spend a lot of money at the outset,” he says.

In addition, because the deals are heavily funded by loans, each side has to pay large commitment fees to bankers before the deal is launched. Hence the demand for break fees, says Paterson.

Ashurst Morris Crisp is acting for investment bank Lehman Brothers, which is underwriting the lending and provided financial advice to Candover.

Leading a team of seven, Nigel Ward, banking partner at Ashurst Morris Crisp, says: “The public-to-private market has focused on deals of u50m to u100m, and the overall funding of this one is getting up towards the u1bn mark.”

He adds: “A venture capital transaction is very complicated and when you overlay a bid on that it becomes very complicated.”

Weil Gotshal's firm's 15-strong team is headed by corporate partner Mike Francies. The Clifford Chance team is being led by corporate partner Adam Signy.