Deal of the week – Vinci/tbi A&O lands Vinci instruction in bid for airports company

Allen & Overy (A&O) has pulled off a coup to win the instruction to advise construction group Vinci on its hostile bid for airports operator TBI. Although the firm has done small cap work for Vinci out of its Paris office, this is its first major deal out of London. The client approached corporate partner Alan Paul to advise on the £515.9m bid, for which offer documents were posted last week (25 August).
The offer is of 90p for each TBI share, and it follows Vinci's approach to TBI with a view to obtaining a recommendation, but no agreement was reached.
Norton Rose partner Barbara Stephenson is advising her longstanding client TBI on the defence of the bid. The board of the airports company has described the offer as “opportunistic” and said that it does not “fully reflect the true value of the underlying assets of the group”.
The ball is now in Norton Rose's court to put forward a defence of the bid, which must be delivered within 14 days of the offer document.
Paul at A&O is working alongside corporate partner Mark Dighero on the bid.
Paul said: “We've done a bit of work for Vinci in the past in Paris, and they came to see us in London and decided to appoint us. It's the first thing we've done for them in London.
“Overall, at the moment we have about a dozen corporate people working on this, and we'll bring in other people as we need them.”
At Norton Rose, Stephenson is working alongside partners Jill Gauntlett and Glenn Hall on the defence of the bid. “Because it's a foreign bid, and because there's quite a lot of US shareholders, this is getting press attention all over the place,” said Stephenson. “As with all hostile bids we have a lot of shareholders meetings, so it's all been pretty intensive. This is quite a big deal for the current market.”
Norton Rose became TBI's main outside counsel about six years ago, following a referral from Charterhouse, the company's financial adviser and a client of Stephenson. The firm has since advised it on deals that include its acquisition of Belfast International Airport and the sale of property interests to London & Regional Properties.
TBI is one of the largest companies in Wales, and its other interests include a majority shareholding in Luton Airport and the ownership of the Cardiff Hilton.
Vinci also has a substantial UK business portfolio, primarily in construction through its ownership of construction giant Norwest Holst. It also owns more than 200,000 car parking spaces in the UK.
Linklaters & Alliance's Paris and London offices are advising Crédit Lyonnais as the arranger on a bank facility for the bid by Vinci. Clifford Chance is advising UBS Warburg, Vinci's financial adviser.