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
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
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
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
Wednesday 25 January
Board meeting at P&O’s new offices in
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
Monday 13 February
Should be heading off to
Wednesday 15 February
Belatedly head off for
Saturday 18 February
Why do I awake to over 50 emails on my BlackBerry? Oh joy, Hilary Clinton wants to introduce
Monday 20 February
It never rains but it pours. Now there is a lawsuit by P&O’s joint venture partner in
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
Monday 27 February
In the High Court in
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.