13 Mar 2014

THE REAL DEAL: M&A: the bidding war has returned

Now the bidding war has returned in M&A, Karen Evans-Cullen sets out the key issues for target boards and bidders.

THE REAL DEAL: M&A: the bidding war has returned
Karen Evans-Cullen, Partner, Corporate Advisory / M&A
Kate Ritchie - Boardroom Radio


Karen Evans-Cullen:    2013 we saw the return of the bidding war with 25% of targets being subject to competing bids and we expect that this is going to continue in 2014 for certain strategic assets.  So the main lesson for target boards in this scenario is that a change of control is inevitable and the bidder that's successful will be the one that the target board recommends.  So given this we think the main objective for target boards needs to be to maximise competing tension between all of the bidders and make sure they achieve the best outcome for their shareholders, and one of the ways they can do this is to create a level playing field amongst all of the bidders to make sure that they can get their funding approvals, their regulatory approvals and satisfy their due diligence requirements so that at the same time all of them can put forward their best proposal and give target shareholders a real choice.

Kate Ritchie:      And Karen what can bidders do to place them in the best position to win a bidding war?

Karen Evans-Cullen:      Well there are several things that bidders can do to maximise their chances of success, firstly they should be prepared to move to an unconditional position as quickly as possible and if they can do this before all of the other bidders it means they can put pressure on target shareholders to accept their bid as the first one to the table.  Secondly they need to be prepared to pay a bigger price, we've seen the premiums and competing bids are much higher than normally and they also need to be prepared to make at least one price increase during the period of the offer.  If they can offer all cash or at least a component of cash to their consideration then that's a real advantage.  And then finally we suggest that bidders have a backup plan and a competing bid by way of a pre-bid stake so that even if they're not the successful bidder they can at least get a profit on the sale of that stake to the highest bidder.

Kate Ritchie:      Some good advice there, Karen thanks so much for joining us.

Karen Evans-Cullen:      Thank you Kate.

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Clayton Utz communications are intended to provide commentary and general information. They should not be relied upon as legal advice. Formal legal advice should be sought in particular transactions or on matters of interest arising from this communication. Persons listed may not be admitted in all States and Territories.