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Takeover - Printable Version

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+--- Thread: Takeover (/showthread.php?tid=31655)



RE: Takeover - Peachy - 02-06-2024

(02-06-2024, 07:50 PM)Remi_Moses Wrote: Is our current position confusing our value, is Lai playing a waiting game. Far to many questions with little or no hints as to where
we are in the process. We're all just mushrooms.

I don't think so Remi. There will be an upside built into the deal in the event we get promoted this season imo. 

Lai needs to get out wether we are promoted or not.


RE: Takeover - Kit Kat Chunky - 02-06-2024

(02-06-2024, 05:52 PM)Pragmatist Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

3 months ago was when those involved had to sign NDAs. That’s why nobody is any the wiser!

(02-06-2024, 04:36 PM)Kit Kat Chunky Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

There is a lot of property involved. That can take 2-3 months on its own to go through the process.

What process is that?  The properties aren’t being sold.  They remain within the relevant companies.  This is purely a share transaction.

They will still do due diligence on the property. If the deal is leveraged there will be a need for legal charges and local searches. That's 2-3  months


RE: Takeover - Pragmatist - 02-06-2024

(02-06-2024, 08:04 PM)Mullers Wrote:
(02-06-2024, 05:52 PM)Pragmatist Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

3 months ago was when those involved had to sign NDAs. That’s why nobody is any the wiser!

(02-06-2024, 04:36 PM)Kit Kat Chunky Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

There is a lot of property involved. That can take 2-3 months on its own to go through the process.

What process is that?  The properties aren’t being sold.  They remain within the relevant companies.  This is purely a share transaction.

As with any corporate transaction, the deal process can be lengthy. Even after a potential buyer has been sought and agreed a deal in principle, that buyer will undertake due diligence (financial, tax, legal, etc). Once due diligence has concluded (something which normally takes at least four weeks), there’s then further negotiations between buyer and seller to agree the final deal. A share purchase agreement is then signed and after all that, the deal can be concluded (subject to regulatory approval if necessary).

John Percy reported on 12th January that Shilen Patel would be granted a period of exclusivity. In a previous post, I mentioned how timings will be very dependent upon when that exclusivity was granted (and indeed whether we had undertaken our own ‘vendor’ due diligence in advance). If exclusivity was granted in the week that Percy reported the news, then I wouldn’t be expecting due diligence to conclude until the end of this week at the earliest. If that was the case, mid-late February for some kind of announcement would be possible, but that is working to a fairly accelerated timeline assuming no delays from either side (a big assumption given our current owner).

I agree with all of that.

My point was that I couldn’t see anything directly related to the property within the group which would be holding anything up

(02-06-2024, 08:28 PM)Kit Kat Chunky Wrote:
(02-06-2024, 05:52 PM)Pragmatist Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

3 months ago was when those involved had to sign NDAs. That’s why nobody is any the wiser!

(02-06-2024, 04:36 PM)Kit Kat Chunky Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

There is a lot of property involved. That can take 2-3 months on its own to go through the process.

What process is that?  The properties aren’t being sold.  They remain within the relevant companies.  This is purely a share transaction.

They will still do due diligence on the property. If the deal is leveraged there will be a need for legal charges and local searches. That's 2-3  months

There’s no hint that it’s a leveraged deal, and even it was, a legal charge and searches would take weeks, not 2-3 months!  The amount of property due diligence is not extensive.


RE: Takeover - ColliersWoodBaggie - 02-06-2024

It needs to be done properly, which means time will be taken.


RE: Takeover - Kit Kat Chunky - 02-06-2024

(02-06-2024, 08:39 PM)Pragmatist Wrote:
(02-06-2024, 08:04 PM)Mullers Wrote:
(02-06-2024, 05:52 PM)Pragmatist Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

3 months ago was when those involved had to sign NDAs. That’s why nobody is any the wiser!

(02-06-2024, 04:36 PM)Kit Kat Chunky Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

There is a lot of property involved. That can take 2-3 months on its own to go through the process.

What process is that?  The properties aren’t being sold.  They remain within the relevant companies.  This is purely a share transaction.

As with any corporate transaction, the deal process can be lengthy. Even after a potential buyer has been sought and agreed a deal in principle, that buyer will undertake due diligence (financial, tax, legal, etc). Once due diligence has concluded (something which normally takes at least four weeks), there’s then further negotiations between buyer and seller to agree the final deal. A share purchase agreement is then signed and after all that, the deal can be concluded (subject to regulatory approval if necessary).

John Percy reported on 12th January that Shilen Patel would be granted a period of exclusivity. In a previous post, I mentioned how timings will be very dependent upon when that exclusivity was granted (and indeed whether we had undertaken our own ‘vendor’ due diligence in advance). If exclusivity was granted in the week that Percy reported the news, then I wouldn’t be expecting due diligence to conclude until the end of this week at the earliest. If that was the case, mid-late February for some kind of announcement would be possible, but that is working to a fairly accelerated timeline assuming no delays from either side (a big assumption given our current owner).

I agree with all of that.

My point was that I couldn’t see anything directly related to the property within the group which would be holding anything up

(02-06-2024, 08:28 PM)Kit Kat Chunky Wrote:
(02-06-2024, 05:52 PM)Pragmatist Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

3 months ago was when those involved had to sign NDAs. That’s why nobody is any the wiser!

(02-06-2024, 04:36 PM)Kit Kat Chunky Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

There is a lot of property involved. That can take 2-3 months on its own to go through the process.

What process is that?  The properties aren’t being sold.  They remain within the relevant companies.  This is purely a share transaction.

They will still do due diligence on the property. If the deal is leveraged there will be a need for legal charges and local searches. That's 2-3  months

There’s no hint that it’s a leveraged deal, and even it was, a legal charge and searches would take weeks, not 2-3 months!  The amount of property due diligence is not extensive.

I arrange corporate mortgages for a living. I always allow 3 months. The main problem is opposing lawyers.Some local searches were taking 8 weeks post covid, typically 4 weeks at the moment.


RE: Takeover - wba13 - 02-06-2024

I understand most that posters are saying about the timescale,but what I was asking why were people were saying the deal is close. Close means days or weeks not months. Why didn’t they just say the deal is ongoing and it will probably take a few months to finalise like rsbaggy did.


RE: Takeover - MancBaggie - 02-06-2024

Given that some of the properties are freehold - you are looking at Buyer side searches.  They take 4 weeks at present 

If the properties were merely leased then the Buyer may have just proceeded with CPSEs.  

It’s a long process, and the legal exercise of Patels lawyer will only realistically start once he is granted exclusivity. As per most acquisitions I doubt they would expend those legal fees without exclusivity


RE: Takeover - Pragmatist - 02-06-2024

(02-06-2024, 09:28 PM)Kit Kat Chunky Wrote:
(02-06-2024, 08:39 PM)Pragmatist Wrote:
(02-06-2024, 08:04 PM)Mullers Wrote:
(02-06-2024, 05:52 PM)Pragmatist Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

3 months ago was when those involved had to sign NDAs. That’s why nobody is any the wiser!

(02-06-2024, 04:36 PM)Kit Kat Chunky Wrote: There is a lot of property involved. That can take 2-3 months on its own to go through the process.

What process is that?  The properties aren’t being sold.  They remain within the relevant companies.  This is purely a share transaction.

As with any corporate transaction, the deal process can be lengthy. Even after a potential buyer has been sought and agreed a deal in principle, that buyer will undertake due diligence (financial, tax, legal, etc). Once due diligence has concluded (something which normally takes at least four weeks), there’s then further negotiations between buyer and seller to agree the final deal. A share purchase agreement is then signed and after all that, the deal can be concluded (subject to regulatory approval if necessary).

John Percy reported on 12th January that Shilen Patel would be granted a period of exclusivity. In a previous post, I mentioned how timings will be very dependent upon when that exclusivity was granted (and indeed whether we had undertaken our own ‘vendor’ due diligence in advance). If exclusivity was granted in the week that Percy reported the news, then I wouldn’t be expecting due diligence to conclude until the end of this week at the earliest. If that was the case, mid-late February for some kind of announcement would be possible, but that is working to a fairly accelerated timeline assuming no delays from either side (a big assumption given our current owner).

I agree with all of that.

My point was that I couldn’t see anything directly related to the property within the group which would be holding anything up

(02-06-2024, 08:28 PM)Kit Kat Chunky Wrote:
(02-06-2024, 05:52 PM)Pragmatist Wrote:
(02-06-2024, 04:09 PM)wba13 Wrote: If certain people { not on here }were told in November that the takeover was very close to happening, why 3 months later is nobody any the wiser. Don’t say these things take time. Because 3months ago it was supposed to be very close.

3 months ago was when those involved had to sign NDAs. That’s why nobody is any the wiser!

(02-06-2024, 04:36 PM)Kit Kat Chunky Wrote: There is a lot of property involved. That can take 2-3 months on its own to go through the process.

What process is that?  The properties aren’t being sold.  They remain within the relevant companies.  This is purely a share transaction.

They will still do due diligence on the property. If the deal is leveraged there will be a need for legal charges and local searches. That's 2-3  months

There’s no hint that it’s a leveraged deal, and even it was, a legal charge and searches would take weeks, not 2-3 months!  The amount of property due diligence is not extensive.

I arrange corporate mortgages for a living. I always allow 3 months. The main problem is opposing lawyers.Some local searches were taking 8 weeks post covid, typically 4 weeks at the moment.

But it’s not a corporate mortgage.  It’s a share purchase transaction.  The properties are already in the companies being acquired and there’s only a charge from MSD which is likely to have to be repaid as part of the transaction. 

I also do a lot of lending transactions.  I agree that 4 weeks is the norm currently, but as I said I don’t think this is a corporate mortgage situation.

(02-06-2024, 10:13 PM)MancBaggie Wrote: Given that some of the properties are freehold - you are looking at Buyer side searches.  They take 4 weeks at present 

If the properties were merely leased then the Buyer may have just proceeded with CPSEs.  

It’s a long process, and the legal exercise of Patels lawyer will only realistically start once he is granted exclusivity. As per most acquisitions I doubt they would expend those legal fees without exclusivity

What property transactions are you envisaging?  The properties are already in companies. The companies are being sold.  The properties remain in the same companies.  There’s no transfers of properties, only of shares.  The due diligence needed on the properties is not substantial.


RE: Takeover - MancBaggie - 02-06-2024

Even though the properties remain in the target company and there is obviously a change in control of the target company, full form properly due diligence is still extremely common and the Buyer will require property searches and a report on title. 

I see it on every sizeable corporate acquisition - I would be amazed if it’s not being undertaken here - especially given how diligent advisors are for US acquirers


RE: Takeover - Pragmatist - 02-06-2024

(02-06-2024, 10:28 PM)MancBaggie Wrote: Even though the properties remain in the target company and there is obviously a change in control of the target company, full form properly due diligence is still extremely common and the Buyer will require property searches and a report on title. 

I see it on every sizeable corporate acquisition - I would be amazed if it’s not being undertaken here - especially given how diligent advisors are for US acquirers

I agree re property searches and a report on title but that’s a matter of weeks, not months.  The buyer will also be relying on the audited accounts regarding verification of ownership of the relevant properties, as well as warranties and indemnities from the vendor (although I accept that those warranties and indemnities might have limited value!).