WindAcre Partnership LLC – Nielsen Holdings plc
Advised WindAcre Partnership on its participation in a private equity consortium which acquired the UK-incorporated, NYSE-listed Nielsen Holdings in a deal valuing Nielsen Holdings at over US$16 billion. The consortium, led by Elliott Management and Brookfield Business Partners, effected the takeover of Nielsen Holdings by way of a Court-approved scheme of arrangement under the UK Companies Act 2006.
LXi REIT plc – Secure Income Plus REIT plc
Advised LXi REIT, which invests in a diversified portfolio of UK property benefitting from long-term index-linked leases, on its c.£4 billion merger with AIM-listed Secure Income REIT.
Custodian REIT plc – Drum Income Plus REIT plc
Advised Custodian REIT on its £21.4 million recommended all-share acquisition of Drum Income Plus REIT. The acquisition gave Drum shareholders greater liquidity, reduced ongoing charges and greater portfolio diversification and provided an opportunity for Custodian to grow its property portfolio.
Inspired Education – Wey Education plc
Advised Inspired Education, the global education provider, on its £70m public-to-private takeover of AIM listed Wey Education plc.
City of London Investment Group plc
Advised City of London Investment Group plc on its £78.4 million acquisition of Karpus Investment Management.
Alternative Credit Investments plc
Advised Alternative Credit Investments plc in connection with a cash offer by funds advised by Waterfall Asset Management, LLC at a value of £640 million and as the termination of the company’s investment management agreement and the beauty parade process to appoint a new manager.
Advised Lavendon Group on its successful defence against a hostile approach from TVH Services NV and Ashtead Group plc in 2010 and subsequently in 2016 on the high profile contested takeover battle between TVH and French company Loxam, which ultimately resulted in Loxam acquiring Lavendon pursuant to a recommended offer. The initial announced offer from TVH Group was 205p per Lavendon share. The final successful bid by Loxam was 270p per share, a premium of almost 100% over Lavendon's pre-bid share price. The deal gave Lavendon an enterprise value in excess of £600 million.
Advised easyHotel on its £139 million takeover by a consortium consisting of Ivanhoé Cambridge and ICAMAP Investments. The offer valued easyHotel’s shares at 95 pence per share. easyHotel, headquartered in London, is an AIM listed international budget hotel chain.
Bowmark Capital – Tax Systems
Advised independent UK private equity firm Bowmark Capital on its public-to-private takeover of AIM-listed Tax Systems plc. Tax Systems provides corporation tax software and compliance services to businesses in the UK and Ireland. The acquisition valued the entire issued share capital of Tax Systems at approximately £114 million on a fully diluted basis. The deal comprised a recommended, all-cash offer for Tax Systems by Stripes Bidco Limited, a wholly-owned subsidiary of the Bowmark funds and was effected by a court sanctioned scheme of arrangement in accordance with the UK Companies Act and the Takeover Code. The firm also advised on the terms of the rollover and sweet equity arrangements entered into by certain members of Tax Systems management, in respect of their continued participation in the business post-completion.
Advised this FTSE 250 specialist pharmaceutical company on its £177 million acquisition of Biocompatibles International plc by way of public takeover.
Schroder UK Public Private Trust plc
Advised Schroder UK Public Private Trust plc (SUPP) on a programme of disposals of portfolio investments and the renegotiation of its debt facility.
Miton Group plc - Premier Asset Management
Advised Miton Group plc (Miton) on its merger with Premier Asset Management Group PLC (Premier). The deal comprised a recommended, all-share offer for Miton, an AIM-traded specialist UK fund management group, by Premier, an AIM-traded UK retail asset management group, and was effected by a Court-sanctioned scheme of arrangement in accordance with the UK Companies Act and the Takeover Code. Miton announced the court sanction of the scheme under the terms of which Miton Shareholders will receive 0.30186 new shares in the capital of Premier, valuing the acquisition at approximately £95.7 million. The combined group has been rebranded as Premier Miton Group plc.
Nexus Group/Harry Hyman
Advised the Nexus Group on Primary Health Properties plc's £33.1 million acquisition of Nexus Tradeco Holdings Ltd.
Patagonia Gold PLC
Advised Argentinian gold miner, Patagonia Gold PLC, on its reverse takeover of Hunt Mining Corp, the Canadian listed mineral company. The deal was structured as a City Code takeover of AIM listed Patagonia by Hunt whereby Patagonia shareholders, upon the court approved scheme of arrangement becoming effective, owned 80% of the enlarged entity.
Advised Lancea LLP in relation to the US$244.2 million hostile takeover of Phaunos Timber Fund Limited by Mahogany Bidco Limited. Phaunos was a Guernsey-domiciled authorised closed-ended investment scheme. Established in 2006, the company invested in a concentrated, but diversified portfolio of timberland and timber-related investments. It held a portfolio of timber assets located principally in New Zealand, Brazil and Uruguay. Mahogany Bidco Limited was a newly formed company wholly-owned by Stafford International Timberland Fund VIII and ultimately controlled by Stafford Capital Partners.
Escape Hunt plc
Advised Escape Hunt plc, a leading global provider of live escape the room and exit game experiences, on its US$23.5 million reverse takeover of AIM listed Dorcaster plc, a related equity placing and the re-admission of Dorcaster plc as Escape Hunt plc on AIM.
Kalibrate Technologies PLC
Advised Kalibrate Technologies PLC on its £29 million recommended cash takeover by Canterbury Acquisition Limited, an investment vehicle wholly-owned by Hanover Active Equity Fund LP. Kalibrate, an AIM listed company which supplies software products and services to the fuel and convenience retail industry, agreed to the cash takeover offer from turnaround specialist Hanover. The successful bid offered 85.5p per share, a premium of 50% over Kalibrate's pre-bid share price, and gave the company an enterprise value of approximately £29 million.
Charlemagne Capital Limited
Acted for Charlemagne Capital Limited, a Cayman company, in connection with a £40.7 million recommended cash transaction comprising, inter alia, an offer by Fiera Capital Corporation (Bidder) for the Target by means of a scheme of arrangement under Cayman Companies Law. By virtue of its status as a Cayman company, the City Code on Takeovers and Mergers did not apply to Target, however the Target had incorporated certain provisions of the City Code into its Articles and made various public statements as to how those provisions would be implemented in the event of a takeover.
Inflection Management Corporation Limited – Superglass
Advised Inflection Management Corporation on its £13.2 million recommended public takeover and refinancing of AIM listed Superglass Holdings Plc, the UK’s largest independent glass wool maker. Glass wool is used for thermal and acoustic insulation, as well as fire protection, in houses and other properties. Its cash offer of 5.6p per share represents a 114 per cent premium to the Superglass closing price in July 2016. The transaction provided TechnoNICOL with a presence in the UK and Irish insulation markets.
Acted for Westhouse Securities in connection with the £170 million recommended takeover of ACM Shipping Group by Braemar Shipping Services.
Liberum Capital Limited – Japan Residential
Advised Liberum Capital in its role as Rule 3 Adviser to Japan Residential Investment Company Limited in relation to a £152.6 million takeover via a court sanctioned scheme of arrangement under Guernsey law by a special purpose investment vehicle indirectly wholly owned by the Blackstone Funds.
Japan Residential Investment Company Limited, which, prior to completion of the transaction was quoted on AIM, was a closed ended investment company incorporated in Guernsey. It held a large, diverse portfolio of residential properties in Tokyo and other major cities of Japan.
Advised on DealerTrack Holdings Inc's £122 million public takeover of London listed provider of enterprise software solutions to the automotive industry, incadea plc.
The Parkmead Group plc – Lochard Energy
Advised The Parkmead Group on its £14.5 million recommended takeover of AIM listed Lochard Energy Group plc.