March 15, 2018 | Industrials | Europe | Ended

GKN / Melrose Industries: Bumping, Waiving and Extending in UK Hostile Deals

This £8.1bn hostile takeover came to the forefront following Melrose’s 8.6% bump, which is now deemed ‘final’. Since this aggressive tactic has failed to secure a recommendation from GKN’s board, the deal outcome now hinges on the timing and decision of CFIUS, and Melrose and GKN’s actions in the weeks leading up to 29-Mar-18 - a critical date for the companies. GKN shareholders will most likely be empowered to decide on the outcome, unless Melrose does not waive CFIUS and GKN refuses to revise and extend Day 60, 29-Mar-18, at which point the deal will lapse if the minimum acceptance has not been met. In this report, we look at the likely timing of a CFIUS review, whether Melrose may waive the CFIUS condition and the likelihood that GKN agrees to extend the offer period to create a ‘Revised Day 60’ under Rule 31.6 of the Code, to accommodate a CFIUS review.

Contents 1. Situation Overview and Likely Outcomes 2. CFIUS and the Technical Timing Consideration for Day 60; GKN Extending? 3. Achieving the Minimum Acceptance and CFIUS Approvals; Melrose Waiving? 4. Break Price Considerations and GKN Sum-of-Parts 5. Strategies for Risk Arbitrageurs, Opportunities 6. Deal Structure and Dynamics 7. Airbus’ Comments and Implications of GKN / Melrose for Future UK M&A (30 pages)

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