Resolution - Recommended acquisition of Friends Provident

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Slaughter and May is advising Resolution on the recommended acquisition of Friends Provident by Resolution Holdings (UK) Limited, a subsidiary undertaking of Resolution Limited, for cash and shares which values Friends Provident at approximately £1,858 million.

The acquisition, which was announced on 11 August 2009, is expected to be implemented by means of a scheme of arrangement of Friends Provident under Part 26 of the Companies Act 2006 and will be conditional upon, amongst other things, the approval of Friends Provident shareholders to the scheme and the sanction of the scheme by the court. The acquisition is also conditional on regulatory clearance from the FSA, and transfer of Resolution’s existing secondary listing on the Official List of the UKLA to a primary listing.

Resolution is a Guernsey incorporated company established for the purposes of acquiring businesses in one or more of the life assurance, asset management, general insurance, banking and diversified general financial sectors in the UK and elsewhere in Western Europe over time. Friends Provident is the holding company of a leading UK financial services group with life and pension businesses and is a member of the FTSE 100 index.

Jeff Twentyman (partner), Kathy Hughes (partner), Robert Chaplin (partner), Frances Murphy (partner), Richard Smith (associate), Sally Wokes (associate), Athene Blakeman (associate), John Connell (associate), Rob Coombes (associate); Financial Regulation: Ruth Fox (partner), Ben Kingsley (partner), Benjamin Hammond (associate), Nicholas Ralph (associate); Financing: Miranda Leung (partner), Caroline Sanderson (associate); Pensions: Sandeep Maudgil (partner) Eleanor Taylor (associate); Tax: Graham Airs (partner), Abigail McGregor (associate)