DEAL: Japan/UK all-share offer first

Author: Tom Young | Published: 9 Jun 2017

Prospect’s intended takeover of its affiliate the Prospect Japan Fund has broken new ground, as the first cross-border all-share offer for a London-listed UK company by a Japanese-listed firm.

The transaction, which involved a unique settlement mechanism to cope with the multiple levels of investor seniority, represents the latest example in a wave of Japanese outbound M&A.

The $147 million recommended takeover offer by the listed Japanese conglomerate, which is still in process, also featured novel deed polls and post-offer intention statements.

The deal began typically enough: on receipt of takeover approach from the bidder the team at Herbert Smith Freehills, led by partner Mark Bardell, worked with the target board and financial advisors, Stockdale, in assessing the terms of the offer and whether it was recommendable by the board.

That involved reverse diligence on the bidder, which was offering Japanese listed paper – unusual in a...