The International Comparative Legal Guide To

Mergers & Acquisitions 2010

A practical cross-border insight
into mergers & acquisitions
Published by Global Legal Group
with contributions from:
Albuquerque & Associados
Allen & Gledhill LLP
Andreas Neocleous & Co LLC
Bech-Bruun
Bircanoğlu Attorneys at Law
Buddle Findlay
Camilleri Preziosi Advocates
Dittmar & Indrenius
Elvinger, Hoss & Prussen
Eubelius
G.Mourgelas & Associates Law Firm
Garrigues
Gide Loyrette Nouel
Gómez-Pinzón Zuleta Abogados S.A.
Klavins & Slaidins LAWIN
Lee & Ko
Lenz & Staehelin
Leoni Siqueira Advogados
Lepik & Luhaäär LAWIN
Lideika, Petrauskas, Valiūnas ir partneriai LAWIN
Linklaters
Mannheimer Swartling Advokatbyrå AB
Meitar Liquornik Geva & Leshem Brandwein
Morley Allen & Overy Iroda
Nishimura & Asahi
Norton Rose Group
Pachiu & Associates
PRA Law Offices
Russin & Vecchi, LLC
Schönherr
Severgnini, Robiola, Grinberg & Larrechea
Skadden, Arps, Slate, Meagher & Flom LLP
Slaughter and May
Steenstrup Stordrange
Stikeman Elliott LLP
Studio Santa Maria
Udo Udoma & Belo-Osagie
Weinhold Legal, v.o.s.
Žurić i Partneri law firm
Chapter 47
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Slaughter and May
1 Relevant Authorities and Legislation
1.1 What regulates M&A?
The process for M&A transactions in the UK involving public
companies is primarily regulated by the City Code on Takeovers
and Mergers, known as the Takeover Code. The Takeover Code
contains a detailed set of rules governing most practical aspects of
the process. The Takeover Code is administered and enforced by
the Panel on Takeovers and Mergers, which operates an
interventionist regime under which the participants in the M&A
process are likely to have relatively frequent access to the Takeover
Panel’s secretariat (the Panel Executive) that provides day-to-day
guidance (and formal rulings) on the application of the Takeover
Code. Until 2006, the Takeover Panel operated on a non-statutory
basis. It is now the authority designated by the UK government to
regulate takeovers, as required by the European Takeovers
Directive, and it operates within a framework of statutory
provisions that give it, in addition to rule-making powers,
enforcement powers (including extensive rights to require
information and to require the payment of compensation). The
Takeover Panel has not in the past had much need to resort to
penalties to ensure compliance with its rules. Its principal sanction
has been private or public censure and these have been sufficient
and are expected to remain so.
Other relevant sources of law and regulation applicable to M&A
transactions include the Companies Act 2006, which governs
schemes of arrangement (see question 2.1) and the compulsory
acquisition (“squeeze-out”) procedure. The Financial Services and
Markets Act 2000 (known as “FSMA”), which regulates investment
business and securities markets generally is also relevant, in
particular as it regulates financial promotions, the public offering of
securities and “market abuse”. Prospectus rules made by the
Financial Services Authority (“FSA”) may also be relevant to a
securities exchange offer. The Listing Rules and the Disclosure and
Transparency Rules, also made by the FSA, may be relevant as they
may affect the freedom of action of the target.
Anti-trust regulation may be handled by the UK authorities or, for
larger transactions with a cross-border element, by the European
Commission. The UK authorities (the Office of Fair Trading (OFT)
and the Competition Commission) operate pursuant to the
Enterprise Act 2002. The European Commission has jurisdiction
pursuant to the EC Merger Regulation.
Companies may also be subject to regulatory controls that relate
specifically to their industry or activities (see question 1.4).
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William Underhill
1.2 Are there different rules for different types of public
company?
The Takeover Code applies to M&A transactions where the target is
a company incorporated in the UK (or a Societas Europea registered
in the UK) and has securities admitted to trading on a “regulated
market” in the UK. The principal regulated market for this purpose
is the London Stock Exchange market for listed securities. It also
applies to other public companies (whether or not their securities
are traded on an exchange) and certain private companies (generally
those which have within 10 years been listed or traded on a public
market). In this case, the Takeover Code only applies if the place
of management and control of the company is in the UK. The
Takeover Code will also apply to transactions where the target is
incorporated in the UK and has its securities admitted to trading on
a regulated market in another EEA Member State (but not in the
UK) or is incorporated in another EEA Member State and has its
securities admitted to trading on a regulated market in the UK (but
not in its country of incorporation). In these cases regulation of the
transaction will be divided between the country of incorporation
and the country in which the regulated market on which the target’s
shares are traded is situated.
1.3 Are there special rules for foreign buyers?
Apart from foreign ownership restrictions that may apply to
individual companies (for example airlines) there are no special
rules for foreign buyers.
1.4 Are there any special sector-related rules?
Some sectors have special rules. In particular, financial services
businesses are subject to rules that require consent from the FSA for
change of control and airlines are subject to foreign ownership
restrictions.
1.5 What are the principal sources of liability?
Litigation in relation to M&A activity in the UK is extremely rare.
A bidder risks enforcement action if it fails to comply with the
Takeover Code, although the principal sanction to date has been
public or private censure. Until the changes introduced during 2006
came into force, there was no scope for the target (or any other
person) to bring private claims based on the Takeover Code. Under
the new rules, such claims may be possible, although the regime
discourages that course. A bidder (and its directors personally)
would be liable for misrepresentations in the offer documentation
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(and such misrepresentations may amount to criminal conduct by
the directors responsible). Market abuse, either through
disseminating misleading information, insider trading or market
manipulation may give rise to financial penalties or, in an extreme
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case, be treated as criminal conduct and could be the basis for an
order for restitution (to compensate affected parties for loss
suffered).
2 Mechanics of Acquisition
2.1 What alternative means of acquisition are there?
There are two methods used to undertake an M&A transaction in
the UK. These are: (i) a takeover offer, under which the bidder
makes a general offer to all target shareholders to purchase all (or
very rarely some) of their shares in the target; and (ii) a scheme of
arrangement, which is a court supervised process that involves a
shareholder vote.
Under either method, a bidder may pay in cash or through the issue
of securities or a combination of both (although in certain
circumstances the bidder may be required to provide, as a
minimum, the opportunity for the target shareholders to choose
cash). The takeover offer may be quicker than a scheme of
arrangement and is capable of being successful with a lower level
of support from target shareholders. A scheme of arrangement
provides an all or nothing result, as the bidder will, if it is
successful, acquire all the shares of the target and if it fails it will
acquire none.
2.2 What advisers do the parties need?
The parties will generally engage financial advisers, legal counsel,
accountants and public relations consultants. The target is required
to obtain independent financial advice (and the substance of that
advice must be made known to the target shareholders). A bidder
offering cash is required to retain a financial adviser to confirm the
availability of resources to pay the offer consideration (see further
question 2.6 below).
2.3 How long does it take?
The Takeover Code contains detailed rules on the timetable for a
bid. In particular, it sets a maximum period of 88 days from formal
launch of a takeover offer (being a maximum of 28 days from a
definitive announcement of offer terms to the publication of an offer
document, and a further 60 days while the offer can be accepted) for
the bidder to achieve its required level of acceptances, with a further
21 days to satisfy all other conditions.
While this clearly defined timetable is still seen as an important
feature of takeover regulation in the UK, its effect has become
limited in recent years by the ability to extend the period between
the time the possibility of an offer is made public and the time the
offer is launched. The overall timing is likely to be driven by the
regulatory process. In a case that does not raise substantive anti-
trust or other regulatory issues, it should be possible to conclude the
transaction within 10 weeks from formal launch.
If the transaction is effected by scheme of arrangement, the
timetable is influenced by the requirement for court hearings and
the demands on the court’s time. As a general rule, it should be
possible to reach a conclusion within three months. Again, this
assumes there are no substantive anti-trust or other regulatory issues
that would lead to a delay.
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2.4 What are the main hurdles?
The main hurdle is to achieve a sufficient level of target shareholder
support (see question 2.13). That is easier if the recommendation
of the target board is obtained (see question 3.2). It is necessary for
the bidder to arrange committed financing (effectively conditional
only on the bid becoming unconditional) before a bid is launched
(by a formal announcement). This can represent a major hurdle for
a bid dependent on significant leverage. This is also made more
problematic by legal impediments on using the target’s assets as
collateral for any acquisition finance. The prohibition on “financial
assistance” is not insuperable but it is a constraint on the structuring
and implementation of leveraged bids. The other main hurdle is to
obtain regulatory approval.
2.5 How much flexibility is there over deal terms and price?
It is a general principle of the Takeover Code that all target
shareholders must be afforded equal treatment. This is translated
into detailed rules requiring that the same consideration be offered
to all and prohibiting special deals with any target shareholders.
The principle also gives rise to detailed rules that dictate the value
and form of consideration that must be offered if the bidder acquires
target shares other than through the takeover offer (or scheme of
arrangement). These rules require that the offer must be of
equivalent value (“no less favourable terms”) to the highest price
paid during three months prior to or during the offer period. If the
bidder has purchased more than 10% of the target within 12 months
preceding the offer or the bidder purchases any shares after the
possibility of an offer has been made public, the offer terms must be
in cash or include a cash alternative. If the bidder purchases more
than 30% of the voting shares of the target (or, if it owns more than
30% but less than 50%, it acquires any further shares) the bidder
will be required to make an offer (a “mandatory” or “Rule 9” offer).
The mandatory offer must be in cash or include a cash alternative
and must be at a price that is not less than the highest price paid
during the 12 months prior to the offer. The offer must only be
conditional on the bidder acquiring 50% voting control (through
shares purchased and acquired under the offer) and mandatory anti-
trust conditions.
The actions (for example, share purchases) of parties acting in
concert with the bidder are aggregated for the purposes of applying
these rules.
2.6 What differences are there between offering cash and
other consideration?
The principal difference between offering cash and other
consideration is in relation to the amount of information required to
be published and the process for finalising the documentation. If
transferable securities are to be offered, the bidder must publish
either a prospectus or a document containing equivalent
information. A prospectus must be approved by the FSA. An
“equivalent document” does not require such approval unless it is
also to be used for the purpose of admitting the securities to trading
on the London Stock Exchange’s market for listed securities.
A prospectus (or equivalent document) must contain all information
necessary for an investor to make “an informed assessment” of the
bidder, its financial position and the rights of the securities being
offered. In addition to this overriding requirement, there are
detailed rules as to content, including a description of business,
audited financial information for three years, an operating and
financial review of that period and a confirmation that the issuer has
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sufficient working capital for the next 12 months.
If the offer is in cash the disclosure requirements are much reduced
(financial information on the bidder may be required (see question
2.10) but for listed bidders it will generally be possible to produce
this in summary form). However, in this case, as discussed in
question 2.4, it is necessary for financing to be obtained on a
committed basis prior to launch of the offer. The financial adviser
to the bidder is required to confirm that the bidder has sufficient
resources available to it to satisfy all cash consideration that would
be due if the offer was accepted by all target shareholders. Prior to
giving this confirmation (which is made under threat that if the
bidder does not in fact have the resources, the financial adviser may
be required to provide them), the financial adviser would expect to
carry out a detailed review of all facilities to be used to produce the
funds to ensure that those facilities provide “certain funds” (i.e. that
there are no conditions that would prevent drawing to satisfy
obligations under the offer).
2.7 Do the same terms have to be offered to all
shareholders?
See question 2.5.
2.8 Are there any limits on agreeing terms with employees?
The principle that all shareholders must be treated equally (see
question 2.5) imposes some constraints on the terms that can be
agreed with employees that hold (or have options over) shares in the
target. The Takeover Panel will permit management shareholders
to exchange shares (and options) for equity in the bidder (for
example, on a leveraged management buy-out) but this is subject to
safeguards, principally a requirement for a fairness opinion from
the target’s independent financial adviser. Other incentives for
management who are to continue with the business may be
permitted on the same basis. There is no express constraint on the
agreement of severance terms for directors or senior executives of
the target and if these reflect legal entitlements, such arrangements
are likely to be permitted. However, such arrangements must be
disclosed in the offer documentation and in certain circumstances
may be subject to target shareholder approval.
2.9 What documentation is needed?
The principal documentation involved in a takeover offer is: a press
announcement confirming the bidder’s intention to make an offer
(setting out the consideration to be offered and all conditions to
which the offer is subject); an offer document (containing the
formal offer, with all terms and conditions and financial and other
information on the bidder and the target); a form of acceptance (by
which the offer can be accepted); and a circular from the target
board to its shareholders (setting out its views on the offer and the
substance of the independent advice received; this would, in a
recommended offer, commonly form part of the offer document;
target employees may require that a statement setting out their
views on the offer would also be appended). If the transaction is
undertaken by way of scheme, the documentation is almost
identical in terms of content but in place of the offer document there
is a circular to target shareholders and a notice convening meetings
of shareholders with proxy forms in place of the form of
acceptance.
If the consideration includes securities, a prospectus (or equivalent
document) will be required (as discussed in question 2.6).
Regulatory filings may be substantial documents and require
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United Kingdom
considerable preparation time. These are not, however, public
documents.
2.10 Are there any special accounting procedures?
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The offer document is in most cases required to include at least
summary financial information on the bidder and more detailed
historic audited financial information on the target. No financial
information on the bidder is required if the offer can only proceed
if the bidder acquires all the shares in the target (in practice this
means by scheme of arrangement). The document must also
disclose any material changes since the last balance sheet date.
These are matters on which it is conventional to obtain comfort
from accountants. In a securities exchange offer, with a prospectus
or equivalent document, it would also be usual to engage the
auditors to review the forecasts underlying the working capital
statement.
If in the context of the offer the target (and in a securities exchange
offer, the bidder) makes a profit forecast, it is necessary to obtain
and publish reports from the accountants and the financial advisers
concerned regarding the preparation of the forecast. Similar reports
are required where a “merger benefits statement” (e.g. as to
enhancement of earnings) is included in a hostile offer document in
the context of a securities exchange offer.
2.11 What are the key costs?
The principal costs are: fees of financial advisers; fees of legal
counsel, accountants and other professional advisers; and printing
and mailing costs. Borrowing costs are likely to include significant
commitment fees for providing “certain funds” commitments (see
question 2.6). Stamp duty of 0.5% of the consideration paid is
payable under a takeover offer, although it should be possible to
avoid this with a scheme of arrangement.
2.12 What consents are needed?
In addition to target shareholder acceptance or approval (see
question 2.13) the principal consents required will be regulatory
(anti-trust and other regulatory approvals, if any). As with any
M&A transaction change of control requirements in the target’s
contractual arrangements may be relevant and it may be necessary
for the bidder to obtain its own shareholder approval.
2.13 What levels of approval or acceptance are needed?
Where a bidder in a takeover offer is seeking to acquire voting
control of the target, it must specify as a minimum acceptance
condition that it acquires (through acceptances or otherwise) shares
carrying not less than 50% of the votes. However, a bidder is likely
to want to acquire sufficient shares through the offer to enable it to
exercise compulsory acquisition rights to squeeze out any minority
who do not accept. For this purpose, the bidder must acquire 90%
of each class of shares and will specify this level in its acceptance
condition. Having done so, the bidder is free to (and usually would)
reserve the right to accept a lower percentage (not being less than
50%) if it wishes to do so.
If the transaction proceeds by way of a scheme of arrangement, it is
necessary to obtain an affirmative vote at a shareholder meeting by
shareholders (i) who represent a majority in the number of the
shareholders present and voting, and (ii) who hold not less than
75% of the shares of each class affected by the scheme.
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2.14 When does cash consideration need to be available?
The Takeover Code requires that all consideration be settled within
14 days after the offer is unconditional in all respects or, if later,
United Kingdom
after the acceptance is received, or, in the case of a scheme of
arrangement, within 14 days after the scheme becomes effective.
3 Friendly or Hostile
3.1 Is there a choice?
There are no legal or regulatory impediments to hostile bids in the
UK and at different times they have been more or less common.
The principal impediments are therefore practical, in particular the
bidder’s desire to undertake due diligence prior to becoming bound
to make the acquisition. It is not possible to use the offer conditions
to permit due diligence after the bid is launched (see question 7.1).
As a result, it is more normal for a bidder to seek to force a target
to allow access for due diligence purposes by making a preliminary
announcement of interest in pursuing a transaction before formally
making an offer.
3.2 How relevant is the target board?
The target board’s views on an offer are still very important. The
board is required to set out its opinion to the target shareholders
together with the substance of the advice from its financial adviser.
Once those opinions are published, it will be a matter for
shareholders to decide the outcome of the offer. The target board’s
opinion is also important at the pre-bid stage: a board confident of
its ground in rejecting an approach may be able to justify to
shareholders its refusal to allow due diligence or engage in
negotiations.
3.3 Does the choice affect process?
A transaction cannot effectively proceed by way of scheme of
arrangement without support from the target board (however
reluctantly given). As a result, a hostile transaction will begin as a
takeover offer. It would not be unusual, however, for a
recommendation to be obtained after launch of an offer (possibly
following a revision to terms) and in that case it would be possible
to switch to a scheme of arrangement approach.
4 Information
4.1 What information is available to a buyer?
In a hostile bid, the only information available to the bidder will be
information that is publicly available. A bidder may therefore seek
to put pressure on a target’s board to “open its books” in order to
finalise an offer proposal. This may be done in private or publicly
(see question 3.2).
In any event, even if a transaction is recommended, the target may
restrict the information made available to the bidder as a result of a
rule that requires all bona fide potential bidders to be allowed the
same access to information. A target board that provides
information to one bidder (for example, in the context of a
recommended transaction) may be forced to divulge information to
others, who may include its competitors.
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4.2 Is negotiation confidential?
Negotiations may be conducted confidentially so long as
confidentiality is maintained. If there are rumours or speculation
regarding a possible transaction, or if there is a significant price
movement, the Panel is likely to require that an announcement be
made. Such an announcement may be very brief, referring only to
the fact that talks are taking place. It may not identify the bidder.
The Panel expects to be consulted if circumstances suggest that an
announcement must be made. In particular, if the target’s share
price rises by more than 10% after the first approach is made or by
more than 5% in one day, the Panel must be consulted.
4.3 What will become public?
See question 4.2.
4.4 What if the information is wrong or changes?
The Takeover Code and the law provide little protection for the
bidder if the information is wrong or changes. If information
provided to the bidder is wrong, it may seek to claim compensation
from the target or members of its board (although the terms on
which access to information is provided will generally preclude
this). The bidder may be able to pull out of the offer (if the error is
discovered in time) if it has included appropriate conditions (but see
question 7.1). The bidder will only be able to obtain a remedy from
the target’s auditors in exceptional circumstances.
If information changes after a bid has been launched it is unlikely
that the bidder will be able to withdraw (see question 7.1).
5 Stakebuilding
5.1 Can shares be bought outside the offer process?
Shares can be bought outside the offer process. Such purchases
may have an effect on the terms that must be offered (see question
2.5). Disclosures may be required (see question 5.2).
5.2 What are the disclosure triggers?
There are two regimes for disclosure of purchases. One applies
generally to the acquisition of interests in the shares of public
companies. The other regime operates specifically in relation to
takeovers. The general regime requires disclosure to the company
of any acquisition that gives a person an interest of 3% or more in
the voting shares of a public company, or results in that interest
changing through a whole percentage level. This regime requires
aggregation of interests held by group companies and within
families and of interests held within a concert party. It covers a
wide range of interests, including purely contractual rights and
obligations to acquire shares. A listed company that receives a
notification of interests must make a public announcement
containing the same information.
The disclosure regime under the Takeover Code operates once there
is public knowledge of the possibility of an offer. The bidder (and
its concert parties) is required to announce publicly on a daily basis
any acquisition of target securities or derivatives referenced to such
securities, including those that are purely cash settled contracts for
difference. Other shareholders who own 1% or more must also
declare their dealings on a daily basis including any short position.
Complex rules apply to fund managers and principal traders,
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particularly where they are members of a group that includes the
bidder or a financial adviser to the bidder.
5.3 What are the limitations?
There are restrictions on the ability of a bidder to acquire 30% of
the shares of the target. Such an acquisition is prohibited unless: (i)
it is from a single shareholder; (ii) it precedes the making of a
recommended offer; or (iii) it follows the announcement of an offer
by the bidder that is recommended or after the first closing date of
that offer (but in the latter case only if there is no outstanding UK
or European Commission anti-trust condition). If 30% or more is
acquired, a “Rule 9” offer must be made (see question 2.5).
6 Deal Protection
6.1 Are break fees available?
The Takeover Panel will permit the payment of a break fee provided
that certain conditions are met. The maximum that can be
committed is 1% of the value of the target at the offer price and the
Panel will require confirmation from the target board and its
financial advisers that payment of the fee is in the interests of
shareholders. The Panel’s objection to the payment of larger break
fees is based on the broader principle that a target board must not
take any action to frustrate an offer (see question 8.2). There are
also legal objections (based on the prohibition on a public company
providing financial assistance for the acquisition of its shares).
6.2 Can the target agree not to shop the company or its
assets?
There is no restriction on a target agreeing that it will not shop the
company or its assets, provided the board is satisfied that to do so
is in the interests of shareholders. However, the “no-shop” would
be limited to active solicitation. It should not prevent a target
responding to an unsolicited approach. As noted above (question
4.1), the Takeover Code requires the target to make equivalent
information available to competing bidders.
6.3 Can the target agree to issue shares or sell assets?
The target cannot agree to issue shares or sell assets as that would
be regarded as actions designed to frustrate an offer (see question
8.2).
6.4 What commitments are available to tie up a deal?
The rules in the UK do not allow the target to tie up a deal with a
bidder. The permitted break fee is allowed only because it is not
perceived as likely to inhibit competing bidders. It is, however,
possible for the bidder to obtain irrevocable commitments from
target shareholders.
7 Bidder Protection
7.1 What deal conditions are permitted?
While it is common for bidders to include wide-ranging conditions
in the terms of their offer, often with few or no materiality
qualifications, the practical effect of these is limited by the
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Takeover Code and the Panel’s approach to the application of the
rules. The rules specifically prohibit the inclusion of subjective
conditions. They go further, however, and require that a condition
may only be invoked (i.e. used to justify the bidder withdrawing
United Kingdom
from the offer) if the relevant event is material to the bidder in the
context of the bid. This is interpreted by the Panel (whose
agreement is effectively required if a condition is to be invoked) to
require a very high level of materiality. For practical purposes,
bidders should assume that the conditions will only protect them in
the most extreme circumstances.
7.2 What control does the bidder have over the target during
the process?
The bidder has control over the target only by stipulated detailed
conditions. While those may not provide protection against matters
outside the control of the target, the Panel would not allow a target
to undertake actions that would breach the conditions, using for this
purpose its right to prevent frustrating action (see question 8.2).
7.3 When does control pass to the bidder?
Control will pass to the bidder when the offer is unconditional (if by
way of takeover offer), or when the scheme of arrangement has
been approved by the court. At this point, the bidder can control
over 50% of the votes and can therefore remove the incumbent
board (this is a statutory right). It would be very unusual for a target
board to refuse to resign and insist instead on the convening of a
shareholders’ meeting to remove them, knowing that their actions in
the interim would be subject to close scrutiny by the new owner.
7.4 How can the bidder get 100% control?
See question 2.13.
8 Target Defences
8.1 Does the board of the target have to tell its shareholders
if it gets an offer?
A target board in receipt of a confidential approach regarding an
offer is entitled to reject it without any disclosure to shareholders.
As noted in question 4.2, it may become necessary for a public
announcement to be made and, if so, the terms of that
announcement must be communicated to target shareholders (and
employees).
8.2 What can the target do to resist change of control?
One of the general principles on which the Code is based is that the
board of the target must not deny shareholders the opportunity to
decide on the merits of a bid. This is reflected in a detailed rule that
prohibits the taking of any action that may result in an offer being
frustrated (or shareholders being denied that opportunity). This
means specifically that there must be, among other things, no issue
of shares, material sale or acquisition of assets, or change of
executive compensation.
The prohibition is not absolute: the Panel may give consent,
although it will do so usually only if the target shareholders approve
the proposal. As a result, a board may defend itself using a
recapitalisation or a material asset acquisition or disposal but
shareholders will have an opportunity to choose between the
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board’s proposal and the offer terms. 10 Updates

The unavailability of “technical” defences means that the target’s
best defence is likely to be to communicate quickly and effectively
10.1 Please provide, in no more than 300 words, a summary of
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the true potential of the company to produce value for shareholders. any new cases, trends and developments in M&A Law in
That may not defeat a bidder but should ensure that the price paid the United Kingdom.
is a full one.
All new cases and major developments have already been addressed
8.3 Is it a fair fight? in the previous sections.

The regime in the UK is one in which the shareholders hold sway.

The restrictions on acquiring control (more than 30% ownership)
through purchases ensure that the voice of the target board will be
heard and it will have some (possibly not much) time to make its
case for its own strategy. Ultimately, however, the success or
failure of the bid will be decided by the shareholders’ judgment of
where greatest value lies. The reader must decide whether that is
fair.

William Underhill
9 Other Useful Facts Slaughter and May
One Bunhill Row
London EC1Y 8YY
9.1 What are the major influences on the success of an United Kingdom
acquisition?
Tel: +44 20 7090 3060
Fax: +44 20 7090 5000
The decisive factor in relation to a public M&A transaction is Email: william.underhill@slaughterandmay.com
almost always value (see question 8.3). Apart from simply offering ULR: www.slaughterandmay.com
a full price, the successful bidder will be well prepared and adept in
communicating its message. It will have made a careful appraisal Joined firm: 1981.
Partner since: 1990.
of the anti-trust issues and present a carefully reasoned case to the
Practice areas: Corporate and Commercial; Financing.
authorities. William Underhill specialises in corporate finance, including
securities issues and mergers and acquisitions, acting for leading
international investment banks as well as for a number of major
9.2 What happens if it fails? corporate clients on a wide range of transactions and advisory
matters. He has acted on a number of privatisations and
If a bidder is unsuccessful, it will normally be prohibited from numerous acquisitions, disposals and public flotations. William
making (or publicly making any preparations for or indicating an has been an editor of ‘Weinburg & Blank on Takeovers’ since
March 1995.
intention to make) a further bid for a period of 12 months. There He is head of the firm’s E-commerce and Technology, Media and
are exceptions that would allow a new bid that is recommended or Telecoms groups.
is a response to a competing bid or follows clearance from the anti- William is the Chairman of the City of London Law Society
trust authorities. Company Law Committee.

Slaughter and May is a leading international law firm with a worldwide corporate, commercial and financing practice. It has offices
in London, Brussels, Hong Kong and Beijing as well as close working relationships with leading independent law firms around the
world, which enable it to provide its clients with first class and seamless legal advice worldwide. Slaughter and May’s practice
covers a wide range of areas including: Mergers and Acquisitions; Financing; Corporate and Commercial; Financial Regulation;
Tax; Competition; Intellectual Property and Information Technology; Technology, Media and Telecoms; Commercial Real Estate;
Environment; Dispute Resolution; and Pensions and Employment.

312 WWW.ICLG.CO.UK ICLG TO: MERGERS & ACQUISITIONS 2010

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