Goodman Derrick complete on Chime Communications PLC's acquisition of Lord Coe’s 93% interest in Complete Leisure Group Limited
Goodman Derrick's corporate department have recently completed on Chime Communications PLC's acquisition of Lord Coe’s 93% interest in Complete Leisure Group Limited. The team also advised Chime in connection with the option to acquire the shares in October 2012 and then on the exercise of that option and deal completion.
The acquisition of CLG, Lord Coe’s management company, is an important part of Chime's ongoing strategy to become one of the top three global sports and entertainment businesses. Lord Coe has been retained by Chime and has been appointed Executive Chairman of CSM Sport and Entertainment, the sports marketing division of Chime.
Chime is an international communications and sports marketing group, including CSM, the VCCP partnership in advertising, the Good Relations Group in public relations, Open Health in healthcare communications, Teamspirit a specialist in financial and professional services and CIE the insight and engagement agency. For more information about Chime please visit www.chimeplc.com.
In the last year the Goodman Derrick's corporate department have advised Chime on 12 separate transactions as they execute their buy and build strategy.
For more information please contact Jessica Nugent or Philip Langford at Goodman Derrick.
PRESS RELEASE: Goodman Derrick LLP advises Titan International, Inc. on its public offer for Titan Europe Plc
Introduction
Goodman Derrick LLP has recently been advising Titan International, Inc. on its public takeover offer for Titan Europe Plc. Titan International is based in Quincy, Illinois and is listed on the New York Stock Exchange. Titan Europe is based in Kidderminster and was listed on AIM.
The Offer
The offer document was posted to shareholders of Titan Europe on 14th September 2012 and set out a recommended share offer to acquire all the outstanding and to be issued share capital not already owned by the Titan International Group. The Offer was for 1 Titan International Share for every 11 Titan Europe Shares and at the date of the announcement the Offer valued Titan Europe at approximately £118 million with an enterprise value of the company as a whole at approximately £275 million. The Offer became wholly unconditional on 5th October 2012, finally closed on 19th October 2012 and compulsory acquisition notices were sent out on 5th November 2012.
The Companies
Titan International produces a broad range of speciality products focused on the agricultural, earthmoving/ construction (with a particular emphasis on the mining industry) and consumer markets. Titan Europe has two principal divisions, being wheels and undercarriages and is focused on the construction, agricultural and mining machinery markets. The aim of the transaction is to establish a truly global wheel, tyre, track and industrial group.
Titan Europe is well known to Titan International as it was in the Titan International Group until 2004 when Titan Europe was floated on AIM.
Commenting on the transaction, Simon McLeod of Goodman Derrick LLP said:
“We have been delighted to have been instructed on this substantial transaction by Titan International which had a number of unusual and complicating factors. In addition to satisfying US regulatory requirements the all share nature of the Offer required, in addition to a UK Takeover Code compliant Offer Document, a filing of a Prospectus Equivalent Document with the UKLA as well as the establishment of a depositary interest facility for accepting shareholders.
Goodman Derrick has expanded its corporate capability recently and this transaction which caps a good run for the Firm is a vindication of the Firm’s strategy.”
The Goodman Derrick team, which was instructed by Titan International’s General Counsel Cheri Holley, was led by Corporate Finance Partner Simon McLeod, assisted by Associates Tristan Mutimer and Jessica Nugent. Additional support was given by Partners Tanya Shillingford and David Edwards on the corporate side and Stephen Hornsby on the competition side. Bodman PLC and Schmiedeskamp, Robertson, Neu & Mitchell LLP advised on the US aspects of the transaction.
For further information please contact:
Simon McLeod on + 44 (0) 20 7421 7940 or by emailing smcleod@gdlaw.co.uk
GD acts for Chime on 4 acquisitions
A cross-departmental team of ten assisted in four separate company acquisitions for our clients, Chime Communications plc, which all completed on 6 March 2012.
Chime acquired 60% of Rough Hill, a specialist agency focusing on youth marketing; the entirety of McKenzie Clark, a leading UK graphics and branding specialist, and entered into a conditional agreement to acquire 100% of the share capital of iLUKA, a sports marketing agency that manages and activates major events, particularly sporting events, on behalf of clients. Chime expects to complete the acquisition in March or April 2012. In addition, Chime acquired 40% of StratAgile, a data analytics business based in Singapore.
The corporate team comprised Philip Langford, Tanya Shillingford, Paul Webb, Jessica Nugent, Rebecca Gardner, with additional assistance from Rudy Capildeo, Heli Italinna and Chris Smith. They were joined by Helen Wyatt, partner in our Employment department, who advised on employment law issues arising from the acquisitions and by James Daglish in our Property department.
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Validity of Post-Acquisition Restrictive Covenants
In a recent case, the Court considered the issue of whether covenants in a share purchase agreement amounted to penalties and whether restrictions were an unreasonable restraint of trade.
Can a Warranty also be a Representation?
The High Court has recently considered whether express warranties in a share purchase agreement could also amount to representations by the sellers. The distinction is significant because a claim for breach of warranty gives rise to a different remedy than a claim for misrepresentation. The point was considered in Sycamore Bidco Limited v Sean Breslin and Andrew Dawson [2012] EWHC 343 (Ch), a case involving the sale and purchase of the shares of an insurance broking company.
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International Private M&A - NOVEMBER 2012
Some Key Differences between US and UK Stock (Share) Purchase Agreements
