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FIH Group plc
Recommended, all cash offer for FIH Group plc (“FIH” or the “Company”) by Staunton Holdings Limited and the concurrent, unsolicited and hostile approach for FIH from Argentinean group, Dolphin Fund Ltd.
£41.4m
Background
In March 2017, Strand Hanson was appointed as Joint Financial Adviser, alongside WH Ireland Limited, to FIH Group plc to advise the Company in relation to a recommended cash offer for the entire issued and to be issued share capital of the Company by Staunton Holdings Limited (“Staunton”), and the concurrent unsolicited, hostile approach from Argentinean group, Dolphin Fund Ltd (“Dolphin”).
In February 2017, Staunton had made a recommended cash offer for the Company (the “Staunton Offer”) at a price of 300 pence per share. In March 2017, Dolphin made an unsolicited approach to the Board of FIH regarding a possible offer for the Company (the “Dolphin Approach”). The Independent Directors of FIH determined that the Dolphin Approach was unwelcome and posed a real hazard to FIH as result of Dolphin being an Argentinean company.
In April 2017, the Staunton Offer lapsed, as a result of the requisite acceptance condition not having been satisfied due, in large part, to the uncertainty with regard to the potential offer from Dolphin. During the Offer Period, as part of the highly focused PR / IR campaign, the Company received a letter from the Falkland Islands Government informing FIH that any change of beneficial control of the Company would require approval from the Falkland Islands Government. Later in April 2017, Dolphin announced that it would not be proceeding with an offer for the Company.
Our role
Strand Hanson advised FIH with regard to its conduct and strategy with Dolphin in relation to the unsolicited and hostile approach, including its responsibilities under the UK Takeover Code in the context of both the Dolphin Approach and the Staunton Offer. In addition, Strand Hanson advised the Company on its strategy for discussions with the Falkland Islands Government, as well as in relation to conduct of discussions with stakeholders and opinion makers, including the financial and national press and relevant regulators.
Whilst the recommended Staunton Offer lapsed, the Company was ultimately successful in defending itself form the hostile Dolphin Approach and it remains an independent company.