UK Public M and A Update Q3 2021

Overview

18 firm offers were announced in Q3 2021 (compared to 14 in Q2 2021 and 13 in Q1 2021), with a combined offer value of approximately £36.9 billion (representing an increase from £10.09 billion in Q2 2021). Of those 18 offers, 14 were all cash and two of the cash offers were announced and lapsed during the same quarter.

In the last quarter, Ashurst's global public M&A mandates included:

• advising Wm Morrison Supermarkets PLC on the competing cash offers from, and subsequent Takeover Code auction between, Fortress and by Clayton, Dubilier & Rice, LLP;
• advising Augean Plc on the competing offers from, and subsequent Takeover Code auction between, Morgan Stanley Infrastructure Inc. and a consortium comprising Ancala Partners LLP and Fiera Infrastructure Inc.;
• advising Credit Suisse, Goldman Sachs and Rothschild & Co on the £2.58 billion recommended cash offer for Ultra Electronics Holdings plc by Cobham Group Holdings Limited;
• advising Evercore on the £6.2 billion recommended merger between Avast plc and NortonLifeLock Inc.;
• advising Citigroup Global Markets Limited and Lazard & Co., Ltd on the £969 million recommended cash offer for GCP Student Living plc by Scape Living plc and iQSA Holdco Limited; and
• advising Huon Aquaculture Group Ltd on the A$545 million acquisition by JBS Australia.

A summary of the key features of each announced offer is set out in a table in the Appendix on pages 6-9 of this publication (which can be downloaded below).

Q3 was relatively quiet from a regulatory and legal perspective though there are a couple of items worth noting including the publication by the Panel of its Annual Report and Accounts for the year ended 31 March 2021 and the conclusion by the Code Committee that it should not make any changes to the existing regime under Rule 2 of the Takeover Code regarding the disclosure of takeover approaches. In addition, a new edition (the thirteenth edition) of the Takeover Code was published on 5 July 2021 reflecting amendments made by Instruments 2021/1 and 2021/2 (as noted in our Q2 2021 Update). Instruments 2021/3 (amending to reflect the renaming of the Institute of Chartered Secretaries and Administrators as The Chartered Governance Institute UK & Ireland), 2021/4 (reducing the fees and charges which are payable in accordance with section 13 of the Introduction to the Code by approximately 25%) and 2021/5 (amending Section 8 of the Introduction to the Code to reflect the fact that the Chair and Deputy Chairs of the Takeover Appeal Board are appointed by the Master of Rolls) each took effect on 2 August 2021. 

Further details of these developments are set out in the News digest on page 2 of this publication (which can be downloaded below).