Mergers, demergers and takeovers
On 10 October 2003, GE announced its proposed acquisition of Amersham plc. A few months before this, GE's financial adviser had contacted us on a confidential basis to ask us to develop a bespoke communications plan and a special share-dealing service in GE shares for Amersham shareholders.
For historical reasons Amersham had a large number of shareholders in the UK and Norway. The communications plan sought to maximise acceptance of the offer, but at the same time make it clear that shareholders would be receiving shares in a company listed on the NYSE - which for UK and Norwegian retail shareholders would be difficult and expensive to trade.
The sharedealing service was to be low-cost and user-friendly, enabling non-US shareholders to 'take cash' whilst still complying with local laws and practice. A different approach to communications and share-dealing was implemented in each country. Documents were drafted to comply with local custom and different share-dealing services were proposed for UK, US and Norwegian shareholders.
After appointing a financial printer for the transaction, GE and its advisers had concerns over the contractual arrangements and proposed costs involved. Solid Solutions was asked to take over print management. Our first step was to tighten the contractual relationship with the printer and to introduce cost control procedures, an agreed budget and weekly cost-to-date schedules. The costs of the initial mailing were significantly higher than we believed was commercially reasonable and as a result, we initiated a thorough and competitive tender process for all subsequent mailings.
The replacement printer carried out subsequent mailings at considerably reduced costs. and was bound by a tightly drafted contract that clearly set out costs that could be incurred, a detailed budget and the process for approving any additional work.
During live production Solid Solutions checked that the work was being implemented in accordance with the detailed plans although instructions to the printer were given by the investment bank and lawyers. The final invoice included the costs as per the original budget and approved additional extras. The final amount was within 5% of their original tender and the agreed budget.
For further information please contact us as follows
Solid Solutions Associates
5 St Johns Lane
Phone: +44 (0)20 7549 1613