Public Mergers and Acquisitions

Details from PLC What's Market deals database of takeovers of UK public companies that included offeree protection conditions since 1 January 2007.  The database contains a summary of each deal and links to the deal documentation. To view the database, see What's Market, Public M&A deals: offeree protection conditions.

Details from PLC What's Market deals database of takeovers of UK public companies that highlighted conditions in the offer announcement since 1 January 2007.  The database contains a summary of each deal and links to the deal documentation. To view the database, see What's Market, Public M&A deals: conditions highlighted in the offer announcement.

This practice note explains the transactions in securities rules under which HMRC can counteract a tax advantage for a taxpayer arising from certain types of transaction(s) in shares or securities.

A note on how the Takeover Code regulates the timing of various stages of the takeover bid.

This note is a general summary of the UK rules applying to the taxation of chargeable gains. It describes what chargeable gains are, what assets are affected, when disposals arise, the way in which gains are calculated and the manner in which they are taxed, exceptions from taxation, anti-avoidance rules and how allowable losses may be used. This note is intended as a general overview, so you should be aware that the tax treatment in a particular case may differ from the general position described in this note.

A document containing items formerly found in PLC Tax legislation trackers but that are now in force.

This note describes the UK tax treatment of reconstructions and exchanges of securities, and discusses the procedure for obtaining HMRC clearance for such transactions.

A note outlining the provisions on takeovers made by the Companies Act 2006 (2006 Act).  Part 28 (takeovers) of the 2006 Act came into force on 6 April 2007.

A note comparing a takeover offer with a scheme of arrangement.

The main documents involved on a takeover bid, whether hostile or recommended.

A destinations table showing where each of the Rules in the ninth edition of the Takeover Code is located in the new edition of the Takeover Code to be published on 19 September 2011 when the Code changes take effect, following the Code Committee's review of certain aspects of the regulation of takeover bids.

Takeover Panel practice and PLC know-how relating to Rule 8 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 6 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 4 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 37 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 35 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 33 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 31 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 3 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 28 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 26 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 24 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 22 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 20 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 19 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 17 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 15 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 13 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to Rule 11 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to irrevocable commitments. Includes links to documents which may help interpret the relevant Rules.

Takeover Panel practice and PLC know-how relating to the definition of "dealings" in the Takeover Code. Includes links to documents which may help interpret the relevant provisions.

Takeover Panel practice and PLC know-how relating to Appendix 7 (Schemes of arrangement) of the Takeover Code. Includes links to documents which may help interpret the relevant provisions.

Takeover Panel practice and PLC know-how relating to Appendix 1 (Whitewash guidance note) of the Takeover Code. Includes links to documents which may help interpret the relevant provisions.

This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions.

A note on the restrictions applying to a bidder seeking to build a stake in the target through purchases of shares before or during a takeover bid. The article covers insider dealing; market abuse; consideration; irrevocable undertakings or lock-ups; Takeover Code restrictions; disclosure requirements under the Disclosure and Transparency Rules and the Companies Act 2006; and the use of market purchase vehicles, such as off balance sheet or diamond structure companies.

A practice note explaining how schemes of arrangement can be used in a recommended takeover as an alternative to an offer.

A note on the Takeover Panel Executive's Practice Statement No. 20 which sets out the way the Executive normally interprets and applies certain provisions of Rule 2 of the Takeover Code in relation to the need for secrecy before, and timing and contents of, possible offer announcements.

The main issues facing the board of a company which has received a takeover bid, such as the decision whether or not to recommend the bid, the directors' duties, due diligence from the target's perspective, offers of compensation to directors of the target, financial assistance considerations and arrangements in relation to the bidder's costs.

A note outlining the provisions relating to the Panel on Takeovers and Mergers made by the Companies Act 2006 (2006 Act). Part 28 (takeovers) of the 2006 Act came into force on 6 April 2007.

The Takeover Code regulates how share options, convertibles, warrants and other classes of share capital should be treated during a bid.

A practice note listing key forthcoming dates in 2012 for corporate tax practitioners.

Restrictions under the Takeover Code after an unusuccessful bid which applies to a bidder and anyone who acted in concert with the bidder restricting them from acquiring shares for twelve months after the bid. The note looks at when the Panel may give its consent under the Rule, including a Rule 9 whitewash.

The proposed acquisition of shares by an employee benefit trust raises many questions. This note focusses on the potential need to consult the Takeover Panel to determine whether the trustees are acting in concert for the purposes of the Takeover Code.

Tactics which can be deployed by a target board after it has received a hostile takeover bid including an explanation of Takeover Code and common law restrictions on defensive schemes.

Table setting out the key features of the loan note alternatives offered on takeovers between 1 October 2006 and 28 February 2008 with a value in excess of £250 million. For details of more recent loan note alternatives on public takeovers and for fuller details of the issues covered in the table below, see PLC What's Market. The table sets out: Details of any guarantee.Whether there was a condition as to a minimum take up level for the loan note alternative before the bidder would issue any loan notes.Whether the loan notes were available for the entire cash amount of the offer or only part of it.Redemption details.The interest rates on the loan notes.Transfer restrictions.For further information on loan note alternatives to takeover offers see PLC Practice note, Consideration and underwriting: takeovers and PLC What's Market.

This document outlines the methods used by bidders on the largest recommended takeovers between September and December 2006 to protect the deal against the risk of a competitive bid. It also covers Cinven's offer for Gondola Holdings as this was the most heavily protected deal of the period. There is a table of the largest 10 deals in the period at the end of the document (table supplied by mergermarket). Nine out of these 10 deals were recommended.

A table setting out the key features of schemes of arrangement used to effect the largest recent takeovers of UK public companies, between 1 September 2006 and 31 May 2008. For details of more recent schemes of arrangement and for fuller details of the issues covered in the table below, see PLC What's Market. Schemes have been the structure of choice for most of the largest deals announced in 2007 and 2008. Of the deals with a value of £250 million and above announced in 2007, 28 were announced or subsequently structured as schemes and 6 were offers. For 2008 (up to November) these figures were 14 and 8 respectively. The table sets out: Details of any right reserved by the parties to convert the structure to an offer. A further example of a transaction structured as a scheme being switched to an offer was the Wienerberger acquisition of Baggeridge Brick when a potential rival bidder acquired a 17% stake. Wienerberger later increased its offer price, acquired a substantial stake and declared its offer unconditional as to acceptances. Note that the Takeover Code now deals specifically with switching from a scheme to an offer and vice versa - see Section 8 of Appendix 7 to the Code.An overview of the structure of the scheme.Details of the obligations to implement the scheme and any subsequent timetable disruptions.For further information on the use of a scheme of arrangement to implement a takeover offer see PLC Practice note, Schemes of arrangement: takeovers , PL

A summary of the impact of CREST on a takeover bid.

A look at how the Takeover Code regulates the information supplied to shareholders in the course of a takeover bid, including the requirement of secrecy before the bid and the rules on statements to the press and media, advertisments and telephone campaigns.

A summary of the changes made to the City Code on Takeovers and Mergers (the Code) and the Rules Governing Substantial Acquisitions of Shares (SARs) on 20 May 2006. A new edition of the Code was published and took effect on 20 May 2006 and includes changes made as a result of the implementation of the Directive on Takeover Bids (2004/25/EC) as well as changes made following consultation by the Code Committee of the Panel on Takeovers and Mergers in relation to the abolition of the SARs, dealings in derivatives and options and various miscellaneous amendments. The note also covers the further changes made to the Code on 6 April 2007 when Part 28 of the Companies Act 2006 came into force.

This note addresses the issues relating to corruption to consider when acquiring a business or shares in a target company or entering into a joint venture, particularly in light of the Bribery Act 2010.

This practice note addresses the legal constraints to which parties to acquisitions and takeover offers are subject when considering entering into break fee arrangements. In the context of the general prohibition on such arrangements in the Takeover Code, the note also examines the impact of the prohibition on other types of deal protection measures. The note considers the legal issues relating to break fee arrangements (where these are permitted), how they may be structured and trigger events for the payment of a break fee.

Announcing a takeover bid crystallises the obligation to make a takeover bid under the Takeover Code (subject to any pre-conditions). This note looks at the content of the press announcement, irrevocable undertakings or lock-ups obtained before the announcement; and typical conditions applied to the bid.

This table contains details of takeovers announced in 2008 with a value in excess of £250 million. The table includes links to the offer documentation where this was made available on one of the company's websites. For details of more recent public takeovers and for fuller details of the issues covered in the table below, see PLC What's Market.