Herbert Smith has advised Resolution plc, the UK's leading in-force life insurance consolidator, on a year long competitive takeover battle to gain control of its shares, with a combined deal value of £18.5 billion.
Pearl Group's recommended £5 billion takeover, which completed today, was the culmination of a series of mergers and takeovers this summer for Resolution – first, an all share £8.6 billion merger with Friends Provident, then a £4.9 billion consortium break up by Standard Life and Swiss Re, followed by a second consortium break up by Pearl and Royal London valuing Resolution at £5 billion, securing a very successful exit for Resolution shareholders.
The transaction, which saw the continued consolidation of the UK life insurance sector, was significant because of the number of competing trade buyers (with every one being a Herbert Smith client), generating four recommended takeover offers, and the development and implementation of a raft of innovative M&A technology underpinning the highly successful auction, culminating in one of the largest and most complex series of contested public bids of recent years.
Randal Barker, General Counsel of Resolution plc commented:
“Completion of the Pearl acquisition marks the end of a very challenging and innovative series of transaction which Herbert Smith have guided us through."
Working closely with Resolution's team, led by Ian Maidens and in house legal team led by General Counsel Randal Barker and Phil Hagan, Herbert Smith fielded a team from across almost all practice areas and offices, co-led by James Palmer and Malcolm Lombers.
The team included partners David Willis (FIG) Simon Youdale (FIG), Elizabeth McKnight (anti-trust), Mark Ife and Paul Ellerman (share schemes), Andrew Taggart (employment), Roderick Morton (pensions), Howard Murray (tax), Alex Bafi (US securities), Jeremy Walden (real estate), associates Mark Bardell, Mike Flockhart, Sarah Hawes, Stephen Pardy, John Robertson, Nasir Ahmad, Hammad Akhtar, Matthias Pannier, Louise Ferrell, Libby Walter, Mark Tan, Erik Morris, Jeff Hendrickson, Sarika Doshi, Jonathan Rosen, Jamie Archer-Perkins, Alison Matthews, Andrew Henderson, Paul Higginson, Peter Myners, Felix Arnold, Jennifer Shen, Matthew Emms, Christine Young, Matthew Preston, Kirstie Bush, Andre Pretorius and Jodie Seddon and trainees Sarah Farmer, Dominik Pitrowski, Michael Hunt, Dilmun Leach, Oliver Elgie, Vanessa Young, and Adam Parmenter.
With the highly competitive and at times hostile nature of the competing transactions Herbert Smith's litigation team worked hand in hand with the M&A advisory team from start to finish, comprising Murray Rosen QC, Damien Byrne-Hill, Martyn Hopper, Martin Bakes, Gary Milner-Moore, David Mayhew, Nik Kiri, Nicholas Gray and Geoffrey Kuehne.
Lazard and Citi provided financial advice to Resolution. Deutsche Bank, Morgan Stanley, ABN Amro and Freshfields (led by Will Lawes and Rob Sterling) advised Pearl, with Simmons and Simmons and Norton Rose advising Royal London. JPMCaz and Goldman Sachs and Linklaters (led by David Cheyne and Owen Clay) advised Friends Provident. Merrill Lynch and Clifford Chance (led by Adam Signy) advised Standard Life and Credit Suisse and Skadden advised Swiss Re.
Notes to editors
- Herbert Smith LLP is an international legal practice with 1300 lawyers (including over 240 partners) and a network of offices in Europe and Asia. It has a formal alliance with leading German firm Gleiss Lutz and leading Dutch and Belgian firm Stibbe. On 1 April 2005 Herbert Smith became Herbert Smith LLP, a limited liability partnership. www.herbertsmith.com
- For further information please contact Malcolm Lombers on +44 20 7466 2823, James Palmer on 020 7466 2327, or communications manager Tina Bennett on +44 (0)20 7466 3917.
- High-resolution photographs of most of our partners may be downloaded from our website and reproduced for the purposes of reporting on this news release. Visit the resources section of our website at
www.herbertsmith.com/news/imagebank/