Public Takeovers and Mergers

We are a market leader in public takeovers and mergers and advise targets, bidders and financial advisers on UK and cross-border deals. We have experience in recommended and hostile bids as well as those that involve competing bidders.

We act for more listed companies than any other law firm. The experience we have gained over the years is difficult for any other firm to match. We know how corporates operate, the most commercially effective types of transaction, the concerns of the regulators and what they expect in terms of corporate governance, disclosures and other listed company obligations, and the importance of risk scanning and risk management.

  • We are widely regarded as the pre-eminent law firm for UK public takeovers. Our work covers all sizes and types – from international, cross-border and domestic to hostile, recommended and reverses.
  • In the last five years, we have acted for more targets of unsolicited approaches than any other law firm and in 2018 we acted on the nine largest UK M&A deals.
  • We have years of experience advising on the Takeover Code and interacting with the Takeover Panel. This allows us to provide valuable insight with the takeover rules and how to navigate the intricacies and issues which arise in these types of deals.
  • We can use our experience of advising both the bidders and targets and our understanding of the market to anticipate the moves, strategies and tactics of counterparties as well as regulators and stakeholders.
  • Many of our largest takeovers and mergers have a financing element and our acquisition and leveraged finance lawyers can advise on complex, highly structured and leveraged deals.

Key experience

Advising the target
  • Shire plc on its takeover by Takeda Pharmaceutical Company Limited. The transaction, a court-sanctioned scheme of arrangement, valued Shire’s share capital at approximately £46 billion and led to Shire shareholders owning approximately 50% of Takeda.
  • GKN plc on the defence of the unsolicited takeover offer by Melrose Industries plc. During the offer period, we advised GKN on a proposed combination of its automotive business and Dana Inc, a NYSE-listed global leader in vehicle drive systems. The deal was worth £8.1 billion for the Melrose offer and £4.5 billion for the Dana Inc combination
  • Merlin Entertainments plc on a recommended cash offer for Merlin’s entire issued and to be issued share capital by a consortium of KIRKBI Invest A/S, Blackstone Core Equity Advisers L.L.C., in its capacity as general partner of Blackstone Core Equity Partners LP and Canadian Pension Plan Investment Board
Advising the bidder
  • DS Smith plc on the acquisition of Europac, a leading Western European integrated packaging business listed on the stock markets of Madrid and Barcelona. This was the first acquisition of a Spanish-listed company by a FTSE company in over ten years and the only such acquisition to be funded partly by debt and partly by equity.
  • Cineworld Group plc on its all-cash acquisition of Regal Entertainment Group for US$3.6 billion. The acquisition created a globally diversified operator across ten countries, giving Cineworld its first access to the North American cinema market, the largest box office in the world. Due to its size, the acquisition was classed as a reverse takeover for Cineworld under the Listing Rules.
  • We advised The Walt Disney Company on certain English law aspects arising from its $85 billion acquisition of Twenty-First Century Fox, Inc. and in relation to Fox’s involvement in the £30 billion takeover battle for Sky plc.

We are the firm boards call on for support with public M&A and takeovers. Our approach is always to understand the commercial imperative for any Board and work with them to achieve this goal, drawing on the strategic and practical experience we have in advising corporates acquiring public companies or being taken over.

Key Contacts