29 September 2008 – LawFuel – Legal Announcements – Herbert Smith is advising Électricité de France (EdF), one of Europe’s largest energy groups, on its recommended £12.5 billion takeover of British Energy Group and its associated plans for New Nuclear Build. A groundbreaking transaction in many respects, the offer provides shareholders with a choice between cash consideration and a novel contingent value instrument (called Nuclear Power Notes) to be issued by Barclays Bank. These are intended to afford economic exposure to power prices and the output of British Energy’s existing nuclear fleet.
The transaction has required extensive negotiation between the three principal participants, EdF, British Energy and Her Majesty’s Government which acquired a convertible interest, currently of 35%, following the emergency restructuring of British Energy in 2005. Discussions have also taken place with Centrica regarding an option for Centrica to acquire 25% in the bid vehicle post-takeover and to have a commensurate interest in New Nuclear Build.
The firm has been advising on this matter for many months which has required a very large team primarily based in London, but with representation from other Herbert Smith international offices, including Paris. Lead partners were Michael Shaw (M&A) and relationship partner Mark Newbery (Energy), with Gavin Davies and Dina Albagli (in relation to the Nuclear Power Notes), Simon Youdale (in relation to the Centrica negotiations), Alex Bafi (US Securities), Elizabeth McKnight and James Quinney (Competition), Howard Murray (Tax), Patrick Buckingham (Regulatory), Louise Moore (Environmental), and Mark Ife (Employee Incentives).
Mark Newbery comments:
“This is one of the largest and most complex M&A deals in Europe, representing the biggest ever inward investment into the UK. We are delighted to have advised EdF, one of Herbert Smith’s key clients, on its takeover bid for British Energy and its associated plans for New Nuclear Build in the UK”.
British Energy was advised by Clifford Chance (Mark Poulton leading); Her Majesty’s Government was advised by Slaughter & May (Ian Hodgson leading), Barclays Bank was advised by Allen & Overy (Andrew Sulston leading) and Centrica was advised by Linklaters (Owen Clay leading).