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8 Mar 2024
Insight
UK
In February 2024, there were two Rule 2.7 announcements made across the UK public M&A market and nine further possible offers announced.
Firm Offers announced this month:
- Recommended all-share offer by Barratt Developments PLC for Redrow plc - £2.52 billion
- Recommended cash offer by GXO Logistics, Inc. for Wincanton plc - £762 million (competing offer)
Possible Offer announced this month:
- Possible offer by Julian Dunkerton for Superdry plc – cash consideration
- Possible offer by Mondi plc for DS Smith Plc – share consideration
- Possible offer by Tritax Big Box REIT PLC for UK Commercial Property REIT Limited - £924 million – share consideration
- Possible offer by Elliott Advisors (UK) Limited for Currys plc - £759.44 million – cash consideration (subject to another possible offer)
- Possible offer by JD.com, Inc. for Currys plc – cash consideration (subject to another possible offer)
- Possible offer by Urban Logistics REIT PLC for abrdn Property Income Trust Limited - £225.68 million – share consideration (subject to another possible offer)
- Strategic review and formal sale process announced by Saietta Group plc (withdrawn)
- Possible offer by GXO Logistics, Inc. offer for Wincanton plc (subsequently announced a firm offer)
- Possible offer by Ageas SA/NV for Direct Line Insurance Group plc - £3.1 billion – mixed consideration
Firm Offers announced this month:
Possible Offer announced this month:
February 2024 Updates:
Global M&A Outlook 2024 – Regional perspectives
We have published our Global M&A Outlook 2024: Regional perspectives in which our offices around the world recap on M&A activity in 2023, examine legal trends and discuss what we expect to see in 2024.
These regional insights follow our global M&A report for 2024, titled "Global M&A Outlook for 2024: Ready for take-off?", where we explored:
- how geopolitics are shaping the transactional landscape;
- how deals will be sold;
- what is driving and influencing public M&A;
- the need to plan for regulatory issues; and
- key drivers for M&A activity such as private equity, energy transition and ESG.
Our sector insights and broader perspectives will follow in March.
UK Public M&A podcast EP 21: Updated Takeover Panel guidance on conditions to an offer and when they can be invoked
In this episode of our public M&A podcast series, we discuss the updated guidance from the Takeover Panel on invoking conditions to an offer and what it means in particular for anti-trust/merger control conditions.
To listen to the full conversation please visit SoundCloud, Spotify or iTunes.
Febraury 2024 Insights:
Whilst the number of firms offers announced this February has remained fairly consistent with previous years, the number of possible offers has more than doubled compared to February 2023, with nine possible offers announced. This may indicate that public M&A deal activity will continue to increase throughout 2024 as firm offers are made for these, and other, targets.
At the end of 2023, we saw BC Partners and Apax make competing offers for Kin and Carta. Already in 2024, we have seen one target receive two firm competing offers, and three other companies receive possible competing offers. This represents the highest number of competitive situations seen since the second quarter of 2022, and is likely a reflection of the current lower valuations seen throughout the market. The firm competing offers are for Wincanton – CMA CGM S.A. announced a £566.9 million offer for the company and then announced a £604.7 million increased final (and at the time) recommended offer; GXO Logistics, Inc. then announced a £762 million offer. The Wincanton directors are now unanimously recommending the GXO offer. The possible competitive situations involve abrdn Property Income Trust Limited, Currys plc and SmartSpace Software plc as the targets. It will be interesting to see if any firm offers are made for these targets and if the number of competitive situations continues to trend upwards in 2024.
Useful links
- Herbert Smith Freehills Takeovers Portal.
- Herbert Smith Freehills Public M&A Podcast Series.
- The Takeover Code.
- The Takeover Panel’s Disclosure Table (detailing offeree companies and offerors currently in an offer period).
Key contacts
Legal Notice
The contents of this publication are for reference purposes only and may not be current as at the date of accessing this publication. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication.
© Herbert Smith Freehills 2024