Public Defence and Takeovers

FIH Partners advised FLSmidth & Co. on the public bid for Essa Australia Limited

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Public Defence and Takeovers

FIH Partners advised EAC on the acquisition of Wridgways Australia Limited

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Public Defence and Takeovers

FIH Partners advised Forstædernes Bank A/S on Nykredit's recommended tender offer to the shareholders

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Public Defence and Takeovers

What you should consider

As a public company with a widespread investor base, you need to consider and be prepared for the ramifications of a public bid:

  • How do you best prepare for a public bid?
  • How will your shareholders react to a public bid?
  • What will a public bid mean to the business of the company and the future of its employees?

A confidential approach or an actual announcement of a public bid raises many more questions:

  • Is the price satisfactory?
  • What are the execution risks associated with the offer?
  • If you decide not to recommend the offer, how will you make your shareholders understand the true potential of your company?
  • Which other potential acquirers could be interested and willing to pay higher prices?
  • What are the obligations of management and the board of directors?
  • How much does the bidder already control?
  • What is the best tactical response to an approach?
  • How do you best handle the media?
  • How do you manage internal communications?
  • How do you avoid the many pitfalls of navigating a public bid process?

On the other hand, if you are the bidder, analysing how the target addresses these issues is critical to the success of your bid. You should also carefully consider some of the following tactical questions:

  • What is the best approach to the target?
  • What is the best timing of an offer?
  • Tactically, what is the optimal design of terms and duration of the offer?
  • Is it possible to secure partial shareholder support before making an approach?
  • What will be the likely media reaction, and how do you best pre-empt adverse publicity?


How we assist our clients

We have assisted many clients on both sides of a public takeover. On the defence side, our partners have advised a significant share of C20 and other mid/large cap companies listed on OMX Copenhagen. On the takeover side, we have also advised numerous multinational companies and financial sponsors over the last decade.

Through our substantial experience in advising on both sides of public takeovers on many different stock exchanges, we provide our clients valuable insights into the reaction patterns of the shareholders, supervisory boards and management boards of the counterparts. This enables our clients to navigate any public offer situation and maximise the likelihood of success.

Defence

We advise supervisory boards on early defence preparations. For our clients, this means that takeover approaches are handled professionally from the very beginning to deter low value offers and promote high value offers. Genuine high value interests will lead to highly value-added structured divestment processes, optimising shareholder value, with the board and management staying in complete control of the process throughout.

We also advise companies facing hostile bids who are unprepared. In these situations, we help develop tactics for putting pressure on the bidder to achieve a higher price, or for providing boards and shareholders with sufficient comfort about the company’s prospects for them to reject the offer.

Takeover

We also advise bidders. We assist in designing tactics in connection with solicited and unsolicited takeover approaches. We advise Danish clients on public takeovers worldwide, and we advise Danish and foreign clients on takeovers in Denmark.

We assist our clients throughout the process, from initial approach tactics, through valuation and due diligence, to communication with target board and shareholders.