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VOLUME
THREE, NUMBER ONE
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Gucci
With Europe's uniform M&A proposal defeated at the hands of the Germans,
takeover rules in individual countries are perhaps more important than ever.
It took nearly three years for the battle for Gucci to subside, over Lebanese
food and LVMH champagne at the paris offices of the white-knight's counsel.
But it's likely that the innovative defenses and the rulings from Dutch courts
will serve as tea leaves to pour over for some time to come.
The
Players
Who represented whom in the three-way battle. Skadden and Wachtell are
across the table again in a takeover reminiscent of the good old days
in the U.S. of A.
Gucci:
Red-Letter Dates
The
New Unocal?
How a Dutch ruling reflects a Delaware icon.
A
Lock-Up in Limbo
Tyson Foods has been in takeover battles before. In the classic battle
for Holly Farms, the target's lock-up got frowns from the court, but no
one appealed. And Tyson was flummoxed.
Los
LBOs
The competition for LBOs in Europe and the U.K. could hardly be more cruel.
The game is certainly similar to its American version, but there are differences
of which the wise should be aware.
Committment
letter
Senior facilities term
sheet
Linklaters
The global deals and the merger firm's mergers
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Linklaters: Global Deals
In 2000, Linklaters was ranked by Thomson Financial
as first in number of Asian M&A deals. In global M&A, based on
deals completed, Linklaters ranked fourth worldwide, above all other non-US
law firms. In Europe, the firm continues to top the European league tables.
Below is a selection of the firm's deals completed in 2001
- Halifax's merger with Bank of Scotland to create HBOS, the UK's fifth-largest
bank, worth $40.6 billion.
- Billiton's ground-breaking dual-listed companies merger with BHP,
valued at $28 billion, which created one of the world's largest diversified
global resources groups.
- BP's acquisition of a majority stake in Germany's Veba Oel and the
disposal of a controlling interest in Gelsenberg by BP, valued at $12.9
billion, and believed to be one of the biggest deals in Europe so far
this year.
- Vodafone Group's acquisition of BT's interests in Japan Telecom,
J-Phone, and Airtel in Spain, valued at $6.9 billion.
- Copenhagen Airport's acquisition of a 49-percent stake in Newcastle
International Airport, worth $283 million.
- Bass's $1.1 billion acquisition of the Posthouse hotel chain.
- France Telecom's acquisition of Equant NV and Foundation, valued
at $9.1 billion.
- Alcatel Space's disposal of 48.8 percent of the company to THALES,
$726 million.
- Electronic Data Systems' $570 million acquisition of Systematics.
- Lafarge SA's acquisition of Blue Circle Industries, worth $4.5 billion.
- Advising Bryant Group on the recommended offer by Taylor Woodrow,
valued at approximately $809 million.
- Bertelsmann AG Group Bruxelles Lambert SA's acquisition of RTL Group
SA, worth $6.8 billion.
- BP Amoco's $657 million disposal of Lukoil.
- Telenor's disposal of 49.5 percent of Esat Digifone Ltd, valued at
$1.23 billion.
- Halifax's acquisition of Equitable Life's non-profit and unit-linked
business, worth up to $1.4 billion.
- Capio UK's recommended cash offer for CHG, the fourth largest independent
hospital group in the UK, worth $345.1 million.
- Advising Dresdner Kleinwort Wasserstein, Goldman Sachs Ltd, Barclays
Capital plc and HSBC Bank plc, the banks that financed the acquisition
by Gallaher Group plc of a 41.13-percent stake in the state-owned Austria
Tabak, worth $1.6 billion.
- Dimension Data Holdings' tender offer for the common stock of Proxicom
Inc., for US$448 million. Following the completion of the tender, a
US subsidiary of Dimension Data will merge with Proxicom.
- Fenwick Limited's public offer for quoted department store group
Bentalls plc. Under the offer Fenwick, which owns eight department stores
across the UK, will pay $103 million for Bentalls, which operates six
stores in southeast England.
- Advising JP Morgan on the recommended cash offer by Havas Advertising
SA for the whole of the share capital of Tempus Group, $619 million.
- Royal & Sun Alliance Insurance Group's disposal of Spanish subsidiaries
in the company by Liberty Mutual Insurance Company, $201 million.
- Telenor Mobile Communications's acquisition of Hungary-based mobile
phone company Pannon GSM, $913.7 million.
- Advising the Slovak government and Credit Suisse First Boston (Europe)
Ltd on behalf of five state-owned companies that sold a 36 percent interest
(valued at $180 million) in Globtel, one of the two GSM companies in
Slovakia.
- Oxon Italia SpA's acquisition of certain businesses of the former
SKW Trostberg AG (now Degussa AG). The deal was valued at $350.3 million.
- Advising Helaba (the Landesbank Hessen-Thüringen) on acquisition
finance for an LBO/MBO, valued at $173.6 million.
- Greene King plc's recommended cash offer for Old English Inns plc.
The deal had an enterprise value of $150 million.
- Advising SSSB, financial advisor to George Wimpey, on its acquisition
of Alfred McAlpine's housing business, worth $671.4 million
- European Bank for Reconstruction and Development's acquisition of
a 19.99-percent stake in Slovenska Sporitelna, a.s (Slovak Savings Bank
--"SLSP"). The deal was valued at approximately $91.3 million
MA
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The Firm's Own
Mergers
Linklaters's mergers in 2001:
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