Ashurst advises Augean Plc on recommended offer from Morgan Stanley Infrastructure Inc

Pursuant to the terms of the offer, Augean shareholders will be entitled to receive 280 pence in cash plus up to an additional 20 pence in loan notes by way of a contingent value right.  Assuming the contingent value right delivers its maximum value, the offer values the entire issued and to be issued share capital of Augean at approximately £314.9 million.

Augean is a specialist waste and resource management group serving the hazardous waste management sector, the oil and gas industry and nuclear and radioactives sector operating at locations across the UK.

MSI is part of Morgan Stanley's global private infrastructure investment platform.  It employs an established, disciplined process to invest in and manage a diverse portfolio of infrastructure assets predominantly in OECD countries, and its focus sectors include power generation and utilities, natural gas, transportation, and digital infrastructure.

The Ashurst team is being led by corporate partner Tom Mercer with fellow corporate partners James Fletcher and Harry Thimont, and tax partner Nicholas Gardner. They are being assisted by corporate senior associates Aimee Carroll-Hewitt and Amber Walker, corporate associates Kiara de Silva and Millie Gibbs, and tax associate Martin Voelker.

The matter is one of a relatively few public M&A transactions involving a contingent value right pursuant to which shareholders will receive a portion of contingent consideration dependent on the outcome of certain events, in this instance, claims between HMRC and Augean in relation to its assessment of landfill tax liability. The other recent instance in which a CVR was deployed was on GVC's offer for Ladbrokes Coral in 2018 in relation to which Ashurst advised Ladbrokes Coral.