Recent days have seen the firm’s legal team celebrating the culmination of the exhausting, touch-and-go tussle — all 400 of them.
The appointment of Mark Fisher as the Dutch bank’s chief executive at a shareholders’ meeting last Thursday (1 November) marked the completion of a process which began back in March.
The deal, the biggest ever financial services takeover, kept an army of legal advisers both inside and outside RBS gainfully employed.
Global banking chief Robert Elliott (pictured) led Linklaters’ team, which drew on lawyers from 25 different offices. The firm provided Dutch, US and
In addition to Elliott, the
RBS also drafted in Shearman & Sterling — which has close links with the consortium’s financial adviser, Merrill Lynch — to advise on
The consortium instructed a myriad of additional advisers, including De Brauw Blackstone Westbroek, which advised
Linklaters had been brought in by longstanding client RBS in March, even before Barclays, which was advised by Clifford Chance, announced that it was in exclusive preliminary merger talks with ABN.
Elliott and his team worked closely with RBS general counsel Miller McLean and deputy general counsel Chris Campbell throughout, with the in-house pair adopting a characteristically hands-on approach.
Throughout the duration of the bid, each morning began with a conference call between the RBS legal team and its outside advisers.
While Linklaters had also advised on the NatWest merger with RBS in 2000, the differences here were enormous. Elliott observes: “It was much, much more complicated than NatWest. It was a consortium deal and it was cross-border for a start. Also, with RBS/NatWest, in the end the board recommended the NatWest bid and that did not happen here. We did not get the recommendation of the board — ultimately the shareholders decided the premium on our offer was worth it.”
The challenges were immediately apparent. Because the consortium’s approach to ABN was hostile, access to information was seriously restricted. This made it difficult for the team to put together details of the consortium’s pitch, including how it planned to break up the bank in the event of the bid being successful.
Roland Turnill, the corporate partner leading the Slaughters team for
Elliott adds: “Because it was a hostile bid there was very little due diligence, as we were limited to publicly-available information. As a result, coming up with the mechanics for pulling apart the company was a huge effort led by Matthew [Middleditch].”
The deal was most certainly not plain sailing. In April, ABN attempted to scupper the consortium’s plans by entering into a sale and purchase agreement with Bank of America for its LaSalle division.
Despite the failure of both an injunction application by Dutch shareholder group VEB to stop the sale and its own last-minute conditional bid for LaSalle, the consortium pressed on with its bid.
Crucially — in an exercise that involved the drafting of more than 1,000 pages of documentation including a Dutch offer, a
Then came the credit crunch — just as shareholders at
In the event, the credit crunch proved a turning point. The falling markets and their impact on Barclays’ share price weakened its offer. For the RBS consortium, shareholder approval, combined with the green light from the Dutch Ministry of Finance and the European Union, meant the deal could go ahead, even without the board’s recommendation.
“The most surprising thing was how well all the external advisers got along,” says
Deal timeline
19 March – Barclays announces preliminary exclusive discussions with ABN
13 April – consortium confirms interest in rival joint offer
23 April – ABN enters sale and purchase agreement with Bank of America for sale of LaSalle
3 May – Dutch Enterprise Chamber grants shareholder group provisional injunction restraining the sale of LaSalle without shareholder approval
5 May – consortium makes separate offer for LaSalle conditional on completion of public offer for ABN
17 July – consortium confirms its intention to proceed with its offer despite Dutch Supreme Court overruling the LaSalle sale injunction
20 July – consortium announces revised offer and publishes offer documentation
23 July – Barclays announces revised offer
27 July-10 August – consortium shareholders approve deal
7 August – Barclays publishes offer documentation
17 September – Dutch ministry of finance approves consortium deal 5 October – Barclays withdraws offer 10 October – consortium offer declared wholly unconditional17 October – settlement
