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Wednesday, 24th April 2024 |
| Deal of the Year 2004: Eircom�s �3.4 billion IPO leads the deals in 2004�s M&A directory |
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| The telecommunications company eircom has gone against the trend of companies de-listing, by going public on March 19th, and in doing so, becoming the first IPO on the Irish Stock Exchange since 2000. However, the other top deals of the past 12 months as selected by Ireland�s leading corporate financiers the acquisition of First Active by Royal Bank of Scotland, and the management buy-out (MBO) of Riverdeep are further examples of companies either going, or being taken, private. |
DDeals over �1000 m
eircom Group plc
Target: eircom Group plc (formerly Valentia Holdings Limited)
Advisors to ESOT: Merrion Corporate Finance and N M Rothschild & Sons Limited
Legal advisors to ESOT: Ashurst Morris Crisp, O�Donnell Sweeney, Mason Hayes & Curran
Target advisors: Goldman Sachs International, Morgan Stanley, Citigroup and Deutsche Bank
Legal advisor to company: A&L Goodbody
Legal advisor to advisors: Slaughter and May, Sullivan & Cromwell and Arthur Cox
Origin of company: Ireland
Enterprise value: �3.4bn (market cap of �1.1 bn)
Listing: Irish Stock Exchange and the London Stock Exchange
Date of admission: 24/03/04
Profile:
Together with N M Rothschild & Sons Limited, Merrion Corporate Finance (Merrion) acted as advisor to the eircom ESOP Trustee Limited (the ESOT) in the Initial Public Offering of eircom Group plc (eircom or the company) which listed on both the Irish Stock Exchange and the London Stock Exchange. The company was advised by London based firms Goldman Sachs International, Morgan Stanley, Citigroup and Deutsche Bank.
The March 2004 IPO marked a return by eircom to the Irish and London stock markets within 3 years of the company being taken private by the Valentia Consortium. This flotation makes eircom unique in being the first group to be listed on the Irish stock exchange on two separate occasions. eircom was taken private in November 2001 at an enterprise valuation of �3.1bn. The buy out was funded with a debt facility of �2.2bn and the balance of �900m with equity, of which the ESOT subscribed �202m for a 29.9 per cent stake and �247m for ESOT Preference Shares.
In August 2003, the company was refinanced with a new bank facility of �1.4bn and bonds raising �1.05bn. At the same time, the company was reorganised with a new UK-registered holding company, which made a distribution of �512m to shareholders.
eircom has now re-entered the equity capital markets being the first IPO onto the Irish stock exchange in 3 years with a market capitalisation of �1.147bn at pricing. The IPO raised �215m in a primary offering, �85m in a rights issue to the ESOT and �569m for the exiting shareholders. The free float is approximately 70 per cent and the Company now constitutes 1.5 per cent of the ISEQ. As part of the IPO, there was also a capital reorganisation, under which the ESOT subscribed �66m for Convertible Preference Shares (CPSs) and replaced its �173m of EPSs with �107m of CPSs and �66m of Trancheable Redeemable Preference Shares (TRPSs). The ESOT intends to distribute the TPRSs to its beneficiaries in April 2004, which will be redeemed by the Company shortly thereafter.
eircom�s enterprise value of �3.4bn on IPO represents a multiple of 5.7x annualised historic EBITDA based on the 9 month reported EBITDA of �450m for the period ended 31 December 2003. When the Company was taken private in November 2001 at �3.1bn, the lower reported EBITDA of �449m for the year ended 30 March 2001 implied a higher EBITDA multiple of 6.9x.
The improvement in eircom�s free cashflow has allowed it propose a dividend of �0.11 per share for the financial year ending 31 March 2005, equating to a yield of 7.1 per cent at the offer price of �1.55.
When the ESOP was set up in May 1999, it acquired 14.9 per cent of eircom valued at �363m after an initial equity investment of �127m and a third party commercial loan of �121m. Post-IPO, the ESOP now owns 29.23 per cent of the ordinary shares valued at �335m, 68m Vodafone Shares worth �132m and �173m of CPSs giving a total value of �640m (along with the �66m of TPRSs). It funded the subscription of �85m for ordinary shares in the rights issue with an unsecured loan of �70m and �15m from its cash resources and the subscription of �66m for CPSs from its cash resources. Following the completion of a distribution of �66m worth of TPRSs to beneficiaries in April 2004, the ESOP will have distributed a total of �268m tax free to Participants.
Challenges faced in executing the eircom IPO were of both a technical and commercial nature. From a technical perspective, a key challenge was obtaining bond waiver consent to allow the Company to pay the proposed dividend level. From a commercial perspective, key elements included bond waiver consent, refinancing existing indebtedness, negotiating the terms of the ESOT preference shares, agreeing the appropriate size of the primary equity offering and the new board structure. Six new non executive directors were appointed, thus complying ahead of time with one of the principles set out in �the Combined Code: Principles of Good Governance and Code of Best Practice� as adopted by the Irish Stock Exchange and the UK Listing Authority.
Together with N M Rothschild & Sons Limited, Merrion was engaged by the ESOT to provide advice and assistance in relation to the IPO, Listing Rules, appropriate shareholder mix and optimal capital structure. Merrion also provided advice on the new board composition and a corporate loan of �70m to finance the ESOT�s �85m subscription for new shares issued as a rights isssue.
All data on eircom and the eircom ESOT�s current position has been extracted from the eircom Prospectus and eircom ESOP Extra 8 magazine sent to ESOP beneficiaries.
John Sheridan is associate director at Merrion Stockbrokers.
Deals over �500 m
First Active plc
Target: First Active plc
Acquirer: Ulster Bank Group Limited, a wholly owned subsidiary of The Royal Bank of Scotland plc
Target advisor: Davy Corporate Finance Limited and JP Morgan plc
Acquirer advisor: Merrill Lynch
Target legal advisor: Arthur Cox Solicitors
Acquirer legal advisor: A&L Goodbody
Origin of target: Ireland
Origin of acquirer: UK
Date of announcement: 6/10/03
Date of completion: 5/01/04
Consideration: �887 Million
The expiration of the Central Bank�s post de-mutualisation 5 year protection period of First Active in 2003 saw an intensification of speculation as to potential bidders for the Group and the emergence of a consensus view from market commentators and analysts that the share price appreciation recorded in the previous months precluded any additional bid premium being paid.
Against this background the deal agreed with RBS and announced on 6 October, 2003 was remarkable for a number of reasons:
- Its announcement took the market completely by surprise, as evidenced by the absence of any sshare price escalation in the preceding weeks, and is testament to the commitment of all involved (a majority of whom on the First Active team had also worked on the Company�s 1998 flotation) to the principles of confidentiality;
- The price of �6.20 delivered significant value to shareholders, representing a premium of approximately 33.3 per cent to the pre-announcement closing price, and combined with the capital distribution of �1.12 per share executed in June, 2003, representing a premium of 156.2 per cent over the IPO price. The realisation of this value recognised the competitiveness and innovation of First Active�s suite of products, while also demonstrating the revenue and cost synergies expected to accrue to the larger group.
- The acquisition was implemented by way of a scheme of arrangement under section 201 of the Companies Act, 1963, a structure rarely used in Ireland to effect takeovers, but which in this case was essential due to the shareholder profile of First Active, where c. 94 per cent in number of shareholders (each with holdings of less than 1,000 shares) were interested in, in aggregate, 56 per cent of shares outstanding. This avoided the administrative difficulties associated with achieving the otherwise required 80 per cent in value of shares outstanding before utilisation of the compulsory acquisition provisions.
Despite the novelty of the scheme of arrangement, the acquisition was implemented quickly and without delay or impediment, received the overwhelming endorsement of the shareholders at the general meetings and was implemented exactly on schedule, on 5 January, 2004, thereby affording shareholders the further benefit of using their 2004 CGT annual exemption (the 2003 annual exemption having been used in the capital distribution).
Eugen�e Mulhern is a director in Davy Corporate Finance.
Elan Corporation, plc - Primary Care Franchise
Target: Elan Corporation, plc - Primary Care Franchise (Principally Certain Commercial Rights to Skelaxin TM and Sonata�)
Acquirer: King Pharmaceuticals Inc.
Target advisor: Davy Corporate Finance Limited and Morgan Stanley
Acquirer advisor:
Target legal advisor: A&L Goodbody
Acquirer legal advisor: McCann Fitzgerald
Origin of target: Ireland
Origin of acquirer: US
Date of announcement: 30/01/03
Date of completion: 13/06/03
Consideration: Approximately E750 million
Elan�s disposal of its Primary Care Franchise represented a key milestone in the implementation of its recovery plan, bringing total proceeds raised to approximately US$1.6 billion, as well as eliminating certain contractual and potential future liabilities of Elan and delivering significant cost savings by the resultant headcount and infrastructure reductions. The disposal significantly enhanced the liquidity position and financial flexibility of the Group, thereby providing important comfort on its ability to meet scheduled obligations and, of equal importance, allowed increased concentration on the Group�s core development pipeline in neurology, pain management and auto immune diseases with a view to new product launches.
The deal was also remarkable for the incidence of difficulties which almost prevented its completion, the prompt resolution of which demonstrated the commitment of management and their advisers.
On 14 March, 2003 Elan received notice of commencement of a non-public investigation by the FTC into methods of competition with respect to Sonata. Notwithstanding this investigation the Directors of Elan were of the view that any refusal by King to complete was unjustified and filed a lawsuit against King to compel performance. On 18 March, 2003 the Elan Shareholders overwhelmingly voted to approve the disposal but the transaction did not close and King later issued a statement confirming that it did not plan to proceed. Following notice of discontinuance of by the FTC of the relevant portion of its investigation, Elan and King re-engaged in discussions and on 19 May, 2003 amended disposal terms, which included dis-continuance of Elan�s lawsuit, were agreed. By 2 May, 2003 a second general meeting of shareholders had been convened for 12 June, 2003 and on 13 June, 2003, shareholder approval having been received, the transaction duly completed.
Eugen�e Mulhern is a director in Davy Corporate Finance.
Deals over �100 m
Riverdeep Group plc
Target: Riverdeep Group plc
Acquirer: Hertal Acquisitioons plc
Target advisor: Davy Corporate Finance and CSFB
Acquirer advisor: Goodbody Corporate Finance and JP Morgan plc
Target legal advisor: William Fry, Dewey Ballantine
Acquirer legal advisor: Matheson Ormsby Prentice, White & Case
Lender to acquirer: Royal Bank of Scotland, Barclays Bank Leveraged Finance
Legal adviser to Barclays Bank: McCann Fitzgerald
Origin of target: Ireland
Origin of acquirer: Ireland
Date of announcement: 20/01/03
Date of completion: 04/04/03
Consideration: $376 million
Profile:
We advised the independent directors of Riverdeep in a transaction that was described by many market commentators as a model for public to private management buyouts. The deal contained a number of unusual features, which were put in place to ensure that shareholders were afforded the best possible terms available, including:
- The appointment of a new independent director, Paul D�Alton, to chair the Committee of Independent Directors. Mr. D�Alton was previously finance director of Bank of Ireland.
- The performance of an extensive market test exercise on behalf of the Committee of Independent Directors prior to their approval of the terms of the MBO. This involved Davy Corporate Finance and CSFB proactively contacting 59 potential trade and financial buyers of Riverdeep.
- The provision of an irrevocable undertaking from the MBO team, who held over 25 per cent of the issued share capital, to accept any 10 per cent higher competing cash offer.
- The provision of a facility for Riverdeep shareholders to roll their shareholding into the bid vehicle on the same economic terms as those available to the MBO team.
The irrevocable undertaking to accept a higher offer was important to ensure that the MBO team�s shareholding could not be used as a blocking stake or as a disincentive to other competing offerors. In addition we put in place a facility to ensure that no Riverdeep shareholders were forced to take the cash offer. All shareholders who opted to roll their shareholding into Hertal were fully accommodated.
Des Carville is a director in Davy Corporate Finance.
Riverdeep Group provides curriculum-based educational software and internet products and services for the Kindergarten through 12th grade (K-12) US school market and educational consumer market. Riverdeep listed on Nasdaq in March 2000.
The approach
On 20 January 2003, a US$376 million Management Buyout was launched for Riverdeep Group plc by Hertal Acquisitions plc, a company controlled by the company�s CEO and the company�s founder. The buyout team was advised by GCF.
Prior to the approach by the management team, the company�s share price had experienced a prolonged period of weakness, driven primarily by:
- Share price pressure from short-sellers;
- Uncertainties and slowdown in the US educational market and market confusion over the strategic direction of the company post acquisitions;
- Lack of institutional support for small cap companies, particularly those in technology; and
- Perceived investor information gap.
Higher offer
Prior to the approach and through the Offer period, over 50 potential acquirers were contacted by the Independent Directors but no bids were forthcoming. In an innovative move, which has been subsequently used in other take-privates in Ireland and the UK, the CEO and Founder undertook to accept a higher offer at a 10 per cent premium to their own offer.
A complex funding mix
The cash/partial share offer of US$1.51 per share or US$376m was funded by a combination of senior debt facilities, mezzanine debt, management and founders rollover of shareholding, external equity investment by Alchemy Partners and MSD Capital and a partial share alternative offered to all existing shareholders. The partial share alternative proved successful with small shareholders, allowing them the option to maintain their holding, if they so wished while also funding c.10 per cent of the consideration.
Approvals/acceptance conditions
EGM approval was required for approval of Management arrangements and certain equity incentives, which was duly received.
A key challenge of the offer was reaching the 80 per cent acceptance threshold for squeeze out as the CEO and founders holding could not count towards the offer. To further complicate the acceptance process, as Bid-co already held more than 20 per cent of Riverdeep prior to the offer, an additional acceptance condition had to be met, in that 75 per cent of shareholders by number needed to accept the offer.
Paul Higgins is a director at Goodbody Corporate Finance.
Arnotts plc
Target: Arnotts plc
Acquirer: Nesbitt Acquisitions Limited (Buyout vehicle)
Target advisor: IBI Corporate Finance
Acquirer advisor: NCB Corporate Finance
Target legal advisor: William Fry
Acquirer legal advisor: Matheson Ormsby Prentice
Lender to acquirer: Anglo Irish Bank
Legal adviser to lender to acquirer: Eugene F. Collins
Legal adviser to individuals providing mezzanine funding: McCann Fitzgerald
Origin of target: Ireland
Origin of acquirer: Ireland
Date of announcement: 16/05/03
Date of completion: 19/06/03
Consideration: �257 million
Profile:
The Nesbitt and O�Connor families had been active shareholders in Arnotts plc for over 100 years. The combined families were the largest shareholders in the company with 18.9 per cent of its equity. A consortium known as Carrgran and backed by Lehman Brothers approached Arnotts with a view to acquiring the company and taking it private. The Nesbitt and O�Connor families who had previously considered acquiring Arnotts decided that they would make an offer for the company with a view to safeguarding their investment in the company and growing it further. Both families rolled-over their existing 18.9 per cent Arnotts� equity into the acquisition vehicle, Nesbitt Acquisitions. Te deal was notable for a number of reasons including the complex structuring of the acquisition vehicle which was necessary to reflect the various family interests and which had to be in place prior to effecting the offer. The offer was funded without recourse to private equity, with funding in the form of senior and subordinated debt from Anglo Irish Bank, effectively leveraging Arnotts� strong cash flows and asset backing. Also at �257 million the deal was the largest take private in 2003 where the acquirer was advised solely by an Irish corporate finance house. In addition NCB were able to close the offer by day 21 of the offer timetable having received 92 per cent of acceptances at that stage.
The existence of two other potential acquirers gave rise to a competitive process and the fact that other parties had entered the process prior to Nesbitt Acquisitions meant that the speed of the structuring, funding and effecting of its offer was critical to ensuring its success. As a private company, Arnotts will now be able to take a more long-term view on the development of its retail operations, which with substantial property interests are not always suited to short-term stock market views. Development plans include the expansion of its flagship Henry Street store and the potential rollout of smaller provincial based department stores. Continuation of Arnotts� successful strategy will ensure that it remains Ireland�s leading department store.
Emer Finnan is a director and Jonathan Simmons an executive at NCB Corporate Finance.
In 2003, Arnotts plc, which at the time held the distinction of being the longest listed company on the Irish Stock Exchange, was taken privvate by its two long standing family shareholder groups, the Nesbitts and the O�Connors, through their bidding vehicle Nesbitt Acquisitions Limited (NAL). This brought to an end a protracted process which commenced in May 2002 following an initial unsolicited proposal from Carrgran Limited (Carrgran), a company backed by Lehman Brothers Europe Limited.
Carrgran issued a public announcement in December 2002 concerning their interest in Arnotts thus leading to significant speculation concerning the future of the company. Subsequent to this announcement the Irish Takeover Panel imposed a deadline on Carrgran under which it was required to issue an announcement of a firm intention to make an offer for Arnotts or an announcement that it did not intend to make an offer for Arnotts. On 16 January 2003, one day prior to the deadline imposed by the Panel, Carrgran submitted a revised proposal of �12.75 per share and simultaneously announced this proposal to the market. Following receipt of this revised proposal, which did not constitute a firm intention announcement, the Arnotts Board agreed to a two-week extension of the deadline imposed by the Panel. On 29 January 2003, Arnotts announced that Arnotts Board members Richard Nesbitt and Michael O�Connor had sought and been granted permission to look at the possibility of making an offer for the company.
An independent committee of the Arnotts Board was formed to enter into discussions with potential offerors to see if they could achieve a proposal that they would be prepared to recommend to shareholders. At the request of the Independent Committee the Irish Takeover Panel agreed to a removal of the deadline which had been imposed on Carrgran.
On 16 May 2003, the independent committee and NAL announced that they had agreed the terms of a recommended offer of �14 per Arnotts share which valued the company at �257 million. In addition, shareholders were entitled to receive the final dividend for the year ended 31 January 2003 of 26.25 cent per share. The offer price represented a 56 per cent premium over the twelve month average closing price of an Arnotts� share, a 10 per cent premium to Arnotts� net asset value and a premium of 44 per cent over the Arnotts share price on the day immediately prior to Carrgran�s first public announcement.
The Independent Committee and its financial adviser, IBI Corporate Finance, had been successful in their efforts to create a competitive process between the two potential offerors. Through their delicate management of the situation, a good deal had ultimately been achieved for Arnotts� shareholders, as evidenced by a particularly high acceptance level of 87.5 per cent. at the first closing date.
Leo Casey is an associate director at IBI Corporate Finance.
Jarvis Hotels plc
Acquirer: Kayterm plc
Target: Jarvis Hotels plc
Acquirer adviser: IBI Corporate Finance
Target adviser: UBS Warburg
Acquirer legal adviser: Jones Day Gouldens
Target legal adviser: Clifford Chance
Origin of target: UK based
Origin of acquirer: Irish based
Date of announcement: 11/12/03
Date of completion: 6/02/04
Consideration: Stg�159 million
Profile:
One of the top ten European private equity backed deals in the final quarter of 20031 was the �159 million take private of Jarvis Hotels plc (Jarvis), which was led by John Jarvis and Richard Thomason, chairman and CEO respectively of Jarvis together with Michael Tunney and David Andrews of Lioncourt Capital (Lioncourt), the Irish private equity company which successfully completed the Jarvis sale and leaseback transaction in November 2002.
In early 2003, following difficult trading conditions and a continued decline in the share price, the Board of Jarvis reviewed the options for releasing value for shareholders and concluded that an offer for the company would, subject to price, be in the best interests of shareholders as a whole.
A complex six-month process began in which IBI, together with Lioncourt, led the structuring of the deal including the raising of senior, mezzanine and equity finance from both UK and Irish sources. IBI also led the successful negotiations for a hard irrevocable from Trefick (29.6 per cent shareholder in Jarvis) and other key shareholders and a recommended offer from the independent directors of Jarvis and their advisers UBS. IBI was a key instigator in structuring a partial loan note alternative (in order to bridge a funding gap) and the offer being effected by means of a scheme of arrangement, advice that was justified by the increased probability of success.
The offer price of 145p per share compared favourably with precedent transactions in the sector and was at a significant premium to the Jarvis share price prior to press speculation about a potential offer for Jarvis.
Jarvis shareholders voted overwhelmingly in favour of the scheme of arrangement which became effective shortly thereafter.
Leo Casey is an associate director at IBI Corporate Finance.
Deals over �50 m
alphyra plc
Target: alphyra plc
Acquirer: Rendina (MBO vehicle)
Target advisor: Goodbody Corporate Finance
Target legal advisor: A&L Goodbody
Acquirer advisor: Key Capital* (NCB Corporate Finance)
Acquirer legal advisor: McCann Fitzgerald
Funding: IIB Bank
Origin of target: Ireland
Origin of acquirer: Ireland
Date of announcement: 20 December 2002
Date of completion: 7 March 2003
Consideration: �89 million
Comment
The �89 million MBO of alphyra led by CEO, John Nagle and CFO, John Williamson was one of the more high profile public to privates of recent times. Market sentiment had turned against the alphyra story as the business model no longer suited the short term expectations of the equity markets. Despite significant shareholder efforts by alphyra�s broker and management, the institutional market ultimately had no appetite for the stock.
It was the first Irish public to private where a genuine competing bidder has emerged (First Data Corporation - $28 billion market capitalisation). The competitive nature of the process and the aggressive stance of one institutional shareholder led to a complex transaction and a number of innovative ground breaking developments for the Irish market:
- Significant market purchases immediately after an offer announcement
- MBO bidder taking actions to defend its offer
- First Recommended Increased Cash Offer (from �2.45 per share to �2.70 per share)
- Going wholly unconditional with less than 80 per cent acceptances
The MBO was financed by a combination of debt and equity. Benchmark Capital, led by Barry Moloney, provided equity of 35 million and a convertible bridging facility of �35.5 million while the ten man management team rolled over their existing equity valued at �4 million. Debt funding was provided by IIB Bank by way of a �15 million bridging facility, which was subsequently refinanced by Bank of Scotland Ireland along with the convertible bridging facility provided by Benchmark Capital. The successful transaction represented a landmark deal for Benchmark Capital and was attractive for alphyra management who now have significant equity in the BidCo, Rendina.
Liam Booth is managing director and Ken Mintern is a director at NCB Corporate Finance.
Batchelors Foods
Target: Batchelors Foods
Acquirer: Maiden Acquisition Company Ltd
Divestor: Northern Foods plc
Target adviser: N/A
Acquirer adviser: IBI Corporate Finance
Target legal adviser: William Fry
Acquirer legal adviser: A&L Goodbody
Origin of target: Irish based
Origin of acquirer: Irish based
Date of announcement: 23/12/03
Date of completion: 30/01/04
Consideration: �62 million
Profile:
A landmark deal in the Irish food sector in 2003 was the buy-out of Batchelors by the Barry family (Barrys) and Bank of Scotland (Ireland) Ltd (BoSI).
The sale represented a further milestone in Northern Foods plc�s ongoing strategy to dispose of its non-core subsidiaries. The deal was unique in that it was completed by an existing trade player and a financial investor, acting together to acquire one of the best recognised brands in the Irish food sector. IBI played a critical role in putting the consortium together and in advising the consortium on its negotiations with Northern Foods plc.
Barrys/BoSI entered into a competitive process and, despite significant interest from a number of larger trade players, ultimately emerged as the successful bidder. This was due to the flexibility of their funding structure with a strong financial partner in BoSI, combined with their first hand knowledge of the Irish food sector through Barrys, which enabled them take an educated view on Batchelor�s future prospects.
The transaction provided evidence of the strong investor appetite for well-known Irish brand names, despite the current changes that are taking place in the Irish grocery sector, where the discounters are continuing to gain market share.
It also provided further evidence of the strong interest from financial acquirers in investing in branded food companies, given that in the last two years financial acquirers have been involved in most of the large deals completed in this sector in Ireland and the UK.
Leo Casey is an associate director at IBI Corporate Finance.
Deals over �30 m
Gresham (Ryan hotels)
Target: Ryan Branded Hotels
Acquirer: Consortium - Hepton Developments, Budelli Ltd and Elite
Catering Ltd
Divestor: Gresham Hotel Group plc
Target advisor: AIB Corporate Finance
Acquirer advisor: NCB Corporate Finance
Target legal advisor: Mason Hayes & Curran
Acquirer legal advisor: Lennon Heather & Company
Origin of target: Ireland
Origin of acquirer: Ireland
Date of announcement: 09/06/03
Date of completion: 20/11/03
Consideration: �35.75 million
Profile:
In June 2003 Gresham Hotel Group agreed to dispose of its Ryan Branded Hotels (by separate transactions), which comprised the Killarney Ryan Hotel and Leisure Centre, the Limerick Ryan Hotel and Conference Centre and the Galway Ryan Hotel and Leisure Centre for a total cash consideration of �35.75 million.
Gresham Hotel Group had previously announced its intention to focus on four star city center hotels and to cluster its properties in appropriate locations. The disposal of the Ryan Branded Hotels was consistent with this strategy.
The decision to sell the three hotels was taken following a review of the property portfolio in the previous year. The disposals put Gresham in a strong position to optimize the value of its remaining properties and to develop the Group.
AIB Corporate Finance advised Gresham in relation to Stock Exchange matters on this transaction.
Mon O�Driscoll is managing director of AIB Corporate Finance.
NCB Corporate Finance advised a consortium of three buyers in the acquisition, as one transaction, of the Gresham Group�s three �Ryan� branded hotels in Galway, Limerick and Killarney.
The Ryan hotels had become non-core to Gresham Group, whose revised strategy was to focus its efforts on four-star city centre hotels and reduce debt. It was, however, important to Gresham Group that the hotels be sold as one package, and, therefore, it was necessary for a unified buyer to be presented to Gresham Group, notwithstanding the interest from three separate parties in the three separate properties. NCB Corporate Finance acted, on behalf of the consortium, as the conduit through whom all negotiations with Gresham Group took place. Funding for the transaction was organised separately by each consortium member in respect of the particular property that they were acquiring.
The strategy of the buyers was to exploit the property development opportunities associated with each of the sites, while taking a commercial view of the remaining hotel businesses, and Choice Hotel Group was appointed for a period to operate each of the hotels. The transaction was unique in that, to get it done, it needed one buyer for all three properties, and such a buyer did not appear to naturally exist. Therefore, in order to do the deal it was necessary to form, manage and maintain in place a consortium of buyers, who, at many times throughout the process, had different requirements.
Fergus McLoughlin is a director and Jonathan Simmons an executive at NCB Corporate Finance.
Deals over �10 m
A-Plant
Target: Ashtead Plant Hire Company (A-Plant)
Acquirer: McCormick Macnaughton (Caterpillar Dealer)
Target advisor: Thornycroft
Acquirer advisor: Grant Thornton Corporate Finance
Target legal advisor: Speechly Bircham
Acquirer legal advisor: Arthur Cox
Date of announcement: 15/01/04
Date of completion: 15/01/04
Consideration: �17.4 million
Profile:
The plant and tool hire industry in Ireland registered a major consolidation of its players in January 2004 when McCormick Macnaughton announced its acquisition of one of the market leaders in the plant and tool hire business in Ireland, A-Plant for �17.4 million. The acquisition of A-Plant is made less than twelve months after McCormick Macnaughton acquired the Hewden Stuart rental business in Northern Ireland. As the Caterpillar equipment distributor in Ireland, McCormick Macnaughton has already developed a presence in the rental industry through its involvement as the sole owner of the CAT Rental Store chain of outlets. This deal puts the CAT Rental Store as one of the largest operators of rental stores in Ireland giving them 14 plant hire locations countrywide, up from 5.
A-Plant is a wholly-owned subsidiary of Ashtead Group PLC. Ashtead have effectively withdrawn from the Irish market and will continue to concentrate on the UK where they are the second largest rental company.
The McCormick Macnaughton deal is indicative of the continuing trend of consolidation within the sector: - a trend set to continue. A number of factors are expected to drive continued consolidation within this fragmented sector such as: the increased regulatory environment, high insurance costs and the requirement of all-Ireland customers operating in the construction sector for a broad range of locally available kit throughout the country.
Brian Flannery is a director at Grant Thornton Corporate Finance.
Mantis Surgical Limited
Target: Mantis Surgical Limited
Acquirer: United Drug plc
Target Adviser: Hammonds Chartered Accountants
Acquirer Adviser: Goodbody Corporate Finance
Acquirer Legal Adviser: Arthur Cox
Origin of target: UK
Origin of acquirer: Ireland
Date of Announcement: 8/07/03
Consideration: c�10m
Profile:
Having discussed with United Drug�s management their strategy for the business going forward, Goodbody Corporate Finance had a clear understanding of the type of acquisition targets which they would be potentially interested in. Though the smallest division within the group, United Drug was very keen to grow its medical and scientific business particularly within the important UK market.
Armed with this information Goodbody Corporate Finance did extensive research and then identified and, following discussions with United Drug, approached a small list of agreed potential targets. At this stage Mantis Surgical, a Berkshire based company, which is one of the leading UK distributors of medical equipment and devices for laprascopic and vascular surgery, was contacted and Goodbody entered into preliminary discussions with its principal shareholder.
After a number of meetings agreement was reached between United Drug and the shareholder of Mantis Surgical on a value for the business and following a period of due diligence the deal was announced in July 2003. The Mantis business fits very well with New Splint which was acquired by United Drug in 2002 and provides United Drug with an excellent opportunity to further grow and develop their sales and distribution business in the UK. The deal was financed from existing resources.
Paul Higgins is a director at Goodbody Corporate Finance.
Undisclosed
British Bookshops
& Stationers plc
Target: British Bookshops & Stationers plc
Acquirer: Eason & Son Ltd
Target Advisor: Numerica Corporate Finance
Acquirer Advisor: PwC Corporate Finance
Target Legal Adviser: Citylaw
Acquirer Legal Adviser: C&J Jefferson
Origin of Target: England
Origin of Acquirer: Ireland
Date of Announcement: 23/01/04
Date of Completion: 6/12/03
Consideration: Undisclosed
Profile:
Eason acquired a 50 per cent stake in British Bookshops & Stationers plc (BBS) in December 2003. They have an option to acquire the remaining stake in 2005. BBS operates a chain of 49 bookshops in the southeast of England. This is Eason�s first acquisition outside of Ireland where it operates a chain of 47 bookshops. BBS has a turnover of approximately stg�40m. BBS provides Eason with a strategic base in the UK from which to expand in the future. It also provides Eason with an opportunity to geographically diversify its earnings.
David Tynan is a director in PwC Corporate Finance.
Eurocare Environmental Services Limited (Eurocare)
Target: Eurocare Environmental Services Limited (Eurocare)
Acquirer: Sterile Technologies Group Limited (STG)
Target Advisor: N/A
Acquirer Advisor: PwC Corporate Finance
Target Legal Advisor: Hammonds (Leeds office)
Acquirer Legal Advisor: William Fry, Solicitors
Origin of Target: UK
Origin of Acquirer: Ireland
Date of Announcement: 02/04
Date of Completion: 02/04
Consideration: Not disclosed
Profile:
STG is the leading clinical waste management company on the island of Ireland, processing approximately 10,000 tonnes of clinical waste per annum. Following an open tender process in July 2003, STG successfully retained its all-Ireland contract with the Joint Waste Management Board for the provision of clinical waste and healthcare risk waste services in Northern Ireland and the Republic of Ireland. In December 2003, STG acquired BFH Group a leading clinical waste management business with strong market positions in the North West, Midlands, South West and South East of England.
Following the acquisition of BFH, STG identified Eurocare, which is the second largest professional waste management group in the UK, with an excellent franchise and a strong presence throughout England, Wales and Scotland, as an ideal vehicle for the expansion and consolidation of its position in the UK market through the establishment of a truly national clinical waste management provider with an expansive geographic reach. The geographic location of Eurocare�s facilities, the fact that it provides STG with access to a portfolio of complementary non-burn and incineration technologies and its blue cchip NHS customer base also provided a strong strategic imperative for the acquisition. Following the successful acquisition of Eurocare, STG is now the largest clinical waste management operator in the UK, as well as on the island of Ireland. The acquisition was financed through a combination of new equity investment by STG�s shareholders and debt finance provided by AIB Corporate Banking.
Bryan Evans is a partner in PwC Corporate Finance.
FP2
Target: FP2
Acquirer: Dalkia
Target advisor: Ion Equity
Acquirer advisor: AIB Corporate Finance
Target legal advisor: LK Shields
Acquirer legal advisor: Landwell
Origin of target: Ireland
Origin of acquirer: England
Date of announcement: N/A
Date of completion: 02/03
Consideration: Not disclosed
Profile:
AIB Corporate Finance advised Dalkia on the acquisition of FP2. Dalkia is one of the leading providers of energy and integrated facilities services to businesses throughout the UK and Ireland. Established in the UK for over 30 years, Dalkia provides solutions developed in partnership with client organisations in both the private and public sectors.
Dalkia offers a wide range of multi-utility solutions including supply and management of water, electricity and gas. Dalkia was established in Ireland in 2001 to service their international clients set up here. Dalkia was keen to develop its business in Ireland both organically and if appropriate by acquisition.
In December 2002, Dalkia acquired the leading Irish facilities management company, FP2. Facilities Management is the management and supervision of property related issues for occupier clients. FP2 offers expert advice and proven managerial skills in a wide range of services including Mechanical/Electrical Maintenance, security, cleaning, waste management, and project management.
Mon O�Driscoll is managing director of AIB Corporate Finance.
Gardiner Group Limited
Target: Gardiner Group Limited
Acquirer: Rollup Limited
Target advisor: Farrell Grant Sparks
Target legal advisor: Mason Hayes & Curran
Acquirer advisor: KPMG Corporate Finance
Acquirer legal advisor: LK Shields
Origin of target: Ireland
Origin of acquirer: Ireland
Date of announcement: 2/12/03
Date of completion: 2/12/03
Consideration: Not disclosed
Profile:
Originally founded in 1947 as a tool and ironmongery wholesaler, the Gardiner Group is the Irish distributor of a wide range of industrial products including hand and power tools, fasteners and fixings, industrial lubricants and ironmongery.
The sale of the group to a management buy-in team, led by former Unidare plc chief executive Mr Paul Duggan, facilitated an exit for the two principal shareholders (including the son of the original founder) on their retirement.
The existing managing director was invited to join the management buy-in team, and backing was secured from the Gowan Group and Barry�s Tea, who were identified as investors with extensive knowledge and experience of distribution in Ireland. Appropriate debt financing was arranged to complement the funding provided by the buy-in team and private equity investors.
KPMG Corporate Finance advised the management buy-in team on the origination, financing and execution of the transaction.
Christian Dijkstra is an associate director at KPMG Corporate Finance.
Londis Topshop
Target: Londis Topshop
Acquirer: ADM
Target Adviser: BDO Simpson Xavier
Acquirer Adviser: Goodbody Corporate Finance
Target Legal Adviser: LK Shields
Acquirer Legal Adviser: McEvoy Partners
Origin of target: Ireland
Origin of acquirer: Ireland
Date of Announcement: 25/04/03
Consideration: Not disclosed
Profile:
In April 2003 Goodbody Corporate Finance advised ADM in relation to their acquisition of Londis Topshop. The result of this transaction was to add a further 120 stores to the existing 260 strong Londis network and has lead to improved synergies between the two groups including greater bargaining power from both a buying and marketing perspective. The deal positions ADM strongly in the convenience store market, a market that is expected to see continued strong growth. ADM is now the largest remaining independent buying group after Musgraves and BWG.
A feature of this transaction was the speedy execution of the acquisition, taking only seven weeks from the signing of the Heads of Agreement to completion. The acquisition was debt financed by ADM�s existing bank.
Paul Higgins is a director at Goodbody Corporate Finance.
RS Group
Acquirer: Management Group
Target: RS Group
Acquirer advisor: CFM
Target advisor: Grant Thornton Corporate Finance
Acquirer legal advisor: William Fry
Target legal advisor: O�Donnell Sweeney
Date of completion: 18/12/03
Consideration: Undisclosed
Profile:
R.S. Group Services Ltd. is a leading supplier in the Hardware / D.I.Y. Soft Furnishings and Construction industries in Ireland and the U.K. The company supplies a comprehensive range of brands from its suppliers, adapting the product selection and market support to local requirements. The MBO was led by the Dublin based management team. The transaction facilitated a complete exit by the principal shareholder.
Michael Neary is a director at Grant Thornton Corporate Finance.
Smurfit Web Press
The merger of Smurfit Web Press and Lithographical Universal in 2003 resulted in the largest color printing operation in Ireland. Both companies were of similar scale in the Irish market.
The merger was a 50/50 joint venture located in Glasnevin, Dublin. Lithographical Universal, which was located in Bray relocated to Glasnevin.
The merged operation is now on a scale large enough to compete in the European market and explore new markets.
Ernst & Young Corporate Finance provided due diligence services to Smurfit Web Press.
Sinead Munnelly is a senior manager in Ernst & Young.
Telfords
Target: The Telford Group Limited (Telfords)
Acquirer: Grafton Group plc
Target advisor: AIB Corporate Finance
Acquirer advisor: None
Target legal advisor: Arthur Cox
Acquirer legal advisor: Rollestons Solicitors, Portlaoise
Origin of target: Ireland
Origin of acquirer: Ireland
Date of announcement: 10/03
Date of completion: 10/03
Consideration: Not disclosed
Profile:
In October 2003 Telfords, a builders merchanting and DIY business operating from outlets in Portlaoise, Mountrath and Athy, was sold to Grafton Group plc. Telfords was established in 1885 and successfully developed into one of the leading independent builders merchanting and DIY businesses in the country by the Telford family and senior management. The shareholders wished to secure the future of the business for all its stakeholders and engaged AIB Corporate Finance to solicit offers for the company.
In recent years the Irish builders merchanting sector has been consolidating and Telfords was valuable as an in-fill acquisition for Grafton Group plc as it holds a leading position in the Irish midlands builders merchanting market.
AIB Corporate Finance advised Telfords on all aspects of its sale to Grafton Group.
Mon O�Driscoll is managing director of AIB Corporate Finance.
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| Article appeared in the March 2004 issue.
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