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Mark Rawlinson: Anatomy of a deal

Published: 22/03/2007 00:06

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2005: Sunday 30 October

Always bad news when the phone goes before 9am on a Sunday! Article in The Sunday Times with too much information about the approach from Dubai Ports World (DPW). Board call. Out of hours press announcement.

Monday 31 October

P&O shares jump from 310p into the 390s. First real gathering of the home team at P&O head-office
in Pall Mall. Large helping of the ‘Pizza Team’ from the P&O Princess Cruises/Carnival/Royal Caribbean saga in attendance: Peter ‘the Horse Whisperer’ Tague and Wendell ‘nuke ‘em’ Brooks from Citi, plus Nick Luff, financial director at P&O. General counsel Michael Gradon stayed at P&O when Princess Cruises demerged; good to have him involved this time.

Wednesday 2 October

First full P&O board meeting of the bid, Sir John Parker in the chair. Different style from
Lord Sterling. Robert ‘the Vicar’ Swannell leads Citi team. Two more old friends, Nigel Higgins and Crispin Wright of Rothschild, have joined the advisory team. P&O won’t open the books without a better offer.

Friday 11 November

Progress on price negotiation. Starting to engage with DPW’s advisers, Deutsche Bank and Linklaters.

Monday 14 November

First lawyers’ meeting with Linklaters: David Cheyne and Jeremy Parr. It is some time since I have had David on the other side. Adrian Maguire and Gareth Camp are here helping me with the implementation agreement (IA). Julian Long and Balveen Ajimal are sorting out the scheme with Sir Tommy Stockdale. Initial areas of focus: pensions, change of control and antitrust. Linklaters are well aware that we will need a ‘do what it takes’ undertaking in relation to the antitrust and regulatory issues.

Saturday 19 November

Hope nothing dramatic happens this weekend — at least I’m with the client taking Michael Gradon to England versus New Zealand at Twickenham.

Monday 21 November

Meeting at Linklaters. First locking of horns over the IA. David is upset with the severity of our mark-up! We both know that we will get there, but a week of due diligence (DD) and negotiation looms ahead.

Monday 28 November

Final negotiations at Deutsche stretch into the night. Lots of employee and options issues for Joc Mitchell
to sort.

Tuesday 29 November

Announcement of recommended offer by DPW for P&O at 443p. Headline in The Sun: ‘Waving Dubai — British legend P&O ships off to Mid East’.

Friday 2 December

P&O share price rises to 494p on rumours of share-buying by Temasek (the investment arm of Port of Singapore Authority (PSA)).

Sunday 4 December

‘Croissant team’ meeting at my home in Wimbledon to discuss tactics. Press call. Strategy call. Telephone call with David Cheyne to confirm no contact from PSA.

Monday 5 December

Odd statement released: “PSA and Temasek wish to make clear that no statement has been made which imposes an obligation upon, nor restricts either of them from any future course of action”. Not surprisingly it fails to quash speculation; but P&O share price falls to 472p.

Tuesday 20 December

Scheme document posted. Very complex. Relieved Julian and Balveen (‘Queen of Schemes’) are dealing with it!

Wednesday 21 December

Trainee from Slaughter and May turns up to read display documents — will PSA put forward a proposal?

Sunday 25 December

Say a quiet thank you to PSA for not ruining Christmas!

2006: Monday 9 January

Competitive situation! Proposal letter received from PSA. Advised by UBS and Goldman Sachs. My old mate Stephen Cooke of Slaughters on legals.

Tuesday 10 January

P&O announces PSA counter-proposal at 470p. Need to do DD before firming up proposal into an offer.

Wednesday 11 January

P&O shares trading above 490p. Market clearly expects counter-punch from DPW. Game on!

Friday 20 January

Scheme meetings at Olympia ostensibly to approve DPW scheme. Something of a damp squib given PSA’s intervention. Only option is to adjourn to see whether the PSA offer materialises.

Wednesday 25 January

Board meeting at P&O’s new offices in Palace Street. The beauty of the IA with DPW is that it remains binding on DPW even if the P&O board recommends PSA’s higher offer. Late night finalising the press announcement and IA for the PSA offer; and then at home packing to go on Freshfields’ Group C ski trip.

Thursday 26 January

Pivotal day! Announce PSA offer at 470p at 7am. Drink lots of coffee and get changed into my ski jacket. Tele-phone call from Nick Luff at P&O. DPW want to hit straight back. Head straight round to Deutsche Bank for several hours of negotiation on another increased offer. Final terms thrashed out between Sir John and Sultan Ahmed Bin Sulayem. By 7pm, revised proposals from DPW at 520p announced. Two increased offers in 12 hours! Lug my unused skis and boots home to bed. Adjourned meetings reconvened for 13 February.

Friday 10 February

No-one knows whether PSA will come back again. EGM/court meeting rehearsals at Palace Street. Poor old Balveen has done about 17 variations of the chairman’s script to cater for every eventuality. Sanity finally prevails as PSA call to withdraw their offer.

Monday 13 February

Should be heading off to South Africa to watch my middle son, Tim, on cricket tour. Instead, catching the tube to Wembley and then a dank, wet walk to the Wembley Conference Centre. Sad day. Nearly 170 years of independent history draw to a close with a few shareholders complaining about the sale of the business to ‘foreigners’. Even more questions about the future of the concessionary shares whose holders enjoy reduced fares on P&O ferries! A familiar shareholder, Captain Hawker, said: “I am astounded at the ignorance of so many in the business world in not learning the lessons of history… it was, after all, seafarers who built the British empire… the bankers do not share that reputation … I am astounded by your lack of patriotism.”

Wednesday 15 February

Belatedly head off for South Africa.

Saturday 18 February

Why do I awake to over 50 emails on my BlackBerry? Oh joy, Hilary Clinton wants to introduce US legislation to block the takeover; apparently the deal poses a threat to national security because there are six US ports which will come under the control of the UAE, which owns DPW. All of this notwithstanding that DPW had obtained clearance from the US authorities (the Committee on Foreign Investment in the US) prior to the vote.

Monday 20 February

It never rains but it pours. Now there is a lawsuit by P&O’s joint venture partner in Miami, Eller & Co, seeking to block the takeover.

Wednesday 22 February

President Bush vows to veto any attempt to stop the sale of P&O to DPW.

Friday 24 February

DPW volunteers a ‘hold separate’ in relation to the US operation and volunteers to submit to a further regulatory review. Tail wagging the dog — these US ports are only 6% of P&O’s operating profits; protectionism run riot.

Monday 27 February

In the High Court in London as Eller & Co tries to block the scheme. Some awkward moments later in the day as our counsel, Martin Moore, does not seem on the same wavelength as Mr Justice Warren.

Tuesday 28 February

Still in the High Court with Mr Downes, a barrister for Eller doing his inventive best to upset the scheme. Reminds me a bit of Mr Burns from The Simpsons. Not easy for Julian and Balveen but all their preparations with Sir Tommy, and then latterly with Martin Moore, look like producing the right result.

Thursday 2 March

Mr Justice Warren rejects Eller’s submissions and we are nearly there, but Eller seeks leave to appeal.

Monday 6 March

In the Court of Appeal I sit next to Robert Woods (CEO of P&O) who keeps asking whether it will be alright. “Yes,” I reply, fingers crossed. Finally the Court of Appeal finds in our favour and the deal can be completed. Well done, Julian and Balveen. Seventy-one percent premium for P&O shareholders and a well-run auction by the P&O board.

The author is a corporate partner at Freshfields Bruckhaus Deringer and was lead counsel to P&O on the DPW bid.

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