It has been a busy few days for the Magic Circle, as US company Berry Global trumped an offer by Apollo to secure UK plastics group RPC for £3.34bn while Apax sold its business schools to Cinven for €800m.
Corporate head Andy Ryde and partner Paul Mudie have been leading the Slaughter and May team advising the London-listed company as its board approved last Friday (8 March) the offer from the American packaging group.
Freshfields Bruckhaus Deringer’s Piers Prichard Jones and Alison Smith acted for Berry. The New York-listed manufacturer trounced a previous £3.3bn bid by Apollo, leaving the private equity house definitively out of the game.
‘The first offer from Apollo was expressed as a final offer and there were no caveats,’ Ryde told Legal Business. ‘And if you make a final offer with no reservation on a UK public takeover you are not allowed to bid again.’
A Sullivan & Cromwell team led by Ben Perry acted as lead adviser to Apollo on the UK takeover elements of the deal when its bid was initially recommended by RPC’s board on 23 January, with Paull Weiss London-based M&A partner David Lakhdhir providing additional advice to that firm’s core client in the US.
‘It’s very interesting that Berry made their competing offer on Friday, the week before the meaningful vote in Parliament on Brexit,’ added Ryde. ‘It suggests that Berry are fairly relaxed about Brexit. It is a positive sign for the UK that they were prepared to do that.’
The possibility of further bids is not ruled out but considered very unlikely. Berry’s offer will need the backing of 75% of shareholders in a meeting to be called shortly. Closing is expected in the third quarter of the year.
Freshfields saw its French team busy too, as Paris corporate partner Alan Mason led the team advising Cinven in its €800m acquisition of private higher education group Inseec, announced on Monday (11 March).
Linklaters advised seller Apax, led by Paris corporate partner Fabrice de La Morandière.
The Silk Street firm previously advised the UK private equity house when it acquired Inseec from Career Education in December 2013 for €200m.
The group has since grown to a collection of schools in Europe, the USA and China enrolling more than 25,000 students.