17 December 2004 – LAWFUEL – First with law news – Allen & Overy is a…

17 December 2004 – LAWFUEL – First with law news – Allen & Overy is advising Serco Group plc on its recommended offer to acquire all of the issued and to be issued share capital of ITNET plc. Serco will offer 320p for each ITNET share valuing ITNET at approximately £235 million. The all cash takeover bid includes a partial share alternative and constitutes a class 1 transaction for Serco, which requires shareholder approval to be sought at an EGM.

Simultaneously Serco, advised by Skadden Arps in New York, has agreed to acquire RCI, a leading US supplier of business process management and IT services to the Federal Government, for $215 million. A&O has also advised Serco on a new £450 million debt facility from which both acquisitions have been funded.

Corporate partner Alistair Asher is leading the Allen & Overy team, in conjunction with partner Chris Thornes, assisted by associates Andrew Rich, James Gilbert, Yohannah Walford and Colin Bole. Partner Anne Baldock provided advice on the £450 million finance facility, assisted by associate Conrad Andersen. Advice on employment and incentives issues is being provided by partners Mark Mansell and Paul McCarthy, assisted by associates Chris Garrett and Suzy Giele. Partner Alistair Lindsay and associate Luke Ainger are advising on UK regulatory aspects.

Commenting Alistair Asher said: “We are delighted to have advised our longstanding client Serco on this strategically important public takeover bid and the £450 million financing for both the UK and US transactions. The successful execution of both transactions simultaneously, conducted in strict confidentiality and independently of each other, is a testament to the quality of the Serco transaction teams. A number of complex issues arose but our team worked seamlessly with Serco’s to find solutions and deliver the deal.”

For further information, please contact Jo Shepherd ([email protected]) in London on +44 (0)20 7330 2195 or on +44 (0)7771 896 290.

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