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A round up of key developments in corporate transactions covered by Lexis®PSL Corporate and Market Tracker this week, including the offer for Findel plc by Sports Direct International plc and an update on the IPO by legal services provider DWF Limited.
On 4 March 2018, Sports Direct International plc (Sports Direct) announced that it had made a mandatory cash offer for the entire issued and to be issued share capital of Findel plc (Findel) for £139.2 million.
The mandatory offer under Rule 9 of the Takeover Code was triggered after Sports Direct unconditionally agreed to acquire 36.8% of the existing issued share capital of Findel, currently held by City Financial Absolute Equity Fund. The mandatory offer requires Sports Direct to acquire the remaining Findel shares not already held by Sports Direct International, at a price of 161 pence per Findel share.
Findel responded and noted that the offer significantly undervalued the company’s values and the board was unanimous in its rejection of the offer. Findel urged shareholders not to take any action.
Sports Direct has attracted media attention with its recent takeover activity. In February 2019, Sports Direct made an offer to food & beverage company Patisserie Holdings plc, to acquire its business and assets out of administration as a result of a long term accounting fraud. Patisserie Holdings commented in a statement: 'The work carried out by the company's forensic accountants since (October) has revealed that the misstatement of its accounts was extensive, involving very significant manipulation of the balance sheet and profit and loss accounts'. However, Sports Direct withdrew their offer two days later due to lack of information for continuing the bid.
Sports Direct is emerging as a ‘high street saviour’, rescuing a number of retail companies facing administration in the past few months, including House of Fraser, Evans Cycle and music company HMV.
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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
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