Freshfields Bruckhaus Deringer successfully advised US manufacturing company Berry Global as it completed a late bid for UK-headquartered RPC Group, after private equity house Apollo Global Management cornered itself with a best and final offer.
The £3.43bn Berry bid only slightly surpassed the previous £3.3bn bid from Apollo, but was approved in early March by RPC’s board. Apollo made its final bid for RPC in a no-increase statement, leaving out the necessary caveats to return with an improved offer.
For Apollo, which was advised on UK matters by a Sullivan & Cromwell team led by corporate M&A partner Ben Perry, the successful Berry bid comes as a bitter blow. Apollo had been carrying out extensive due diligence on RPC between September and February, and its pursuit had been in the public domain for some time, only encountering a rival bid late on in the process.
‘It was complex in that we had to persuade the RPC board towards the Berry offer,’ said Piers Prichard Jones, Freshfields’ co-head of London M&A, who led on the deal for Berry alongside Alison Smith. ‘But it was straightforward in that we knew we had to improve on the [Apollo] offer and had a short period of time to do it in, which focused everyone involved.’
‘We knew we had to improve on the Apollo offer in a short period of time, which focused everyone.’
Piers Prichard Jones, Freshfields
Slaughter and May advised RPC as the takeover target, with a team led by corporate head Andy Ryde and partner Paul Mudie. The listed company had initially recommended the bid from Apollo on 23 January, with Paul, Weiss, Rifkind, Wharton & Garrison London-based M&A partner David Lakhdhir providing additional US advice to Apollo.
The Berry bid might also bring some needed confidence in UK M&A circles, with the offer coming in a week before the second meaningful vote in Parliament on the government’s Brexit deal, suggesting some clients remain more relaxed around Brexit uncertainty.
Moving forward, the acquisition will be subject to antitrust approvals, which are expected to proceed smoothly. Meanwhile the RPC board will vote on the offer and is highly likely to meet the required 75% of shareholder approval, with the deal set to be finalised in Q3 of this year.