Sarah Butler, Siobhan Kennedy and Christine Seib
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Guy Hands will meet Richard Baker, the chief executive of Alliance Boots, today as the British financier draws closer to launching a firm £10.9 billion offer for the chemist chain.
Mr Hands, the head of the British private equity firm Terra Firma, has also asked Sir Nigel Rudd, Alliance Boots’ chairman, and George Fairweather, the finance director, to attend the meeting, which is expected to take place at the City offices of Slaughter and May, Alliance Boots’ lawyers.
The meeting comes after Terra Firma approached the board of Alliance Boots on Friday with an indicative takeover offer of £11.15 a share, topping an agreed £10.6 billion deal announced just hours earlier by Kohlberg Kravis Roberts (KKR), the American private equity firm, and Stefano Pessina, the group’s deputy chairman. Alliance Boots responded by saying that it would continue to allow Terra Firma access to its books.
At today’s meeting, Mr Hands is expected to question Mr Baker about his business plans, including an update on the merger between Alliance Unichem and Boots, which created Alliance Boots in 2005. He will also ask about plans to extend the Boots brand to 800 Moss community pharmacies formerly owned by Alliance.
Observers have said that it will be difficult for Terra Firma to mount a rival offer, given that Mr Pessina, who owns a 15 per cent stake, has aligned himself with KKR. If Terra Firma launches an offer as a scheme of arrangement, it will need only 75 per cent of investors to vote in favour of the deal for it to pass, sources close to Terra Firma say.
Mr Pessina and his partner Ornella Barra, who runs the Alliance Boots wholesale drugs distribution operation, are expected to leave if Mr Hands gains control of the company.
As part of any deal, Mr Hands will have to negotiate with Alliance Boots pension trustees. According to a former adviser to the scheme, the trustees could demand as much as £500 million from Terra Firma before allowing the deal to go through.
John Ralfe — who in 1999 oversaw what was the transition of Boots’ pension scheme out of equities and into bonds, in time to avoid being hit by the stock market plunge of 2000 — said that Boots’ trustees did not have a “poison pill” in their trust deeds that allowed them the kill the sale of the company by demanding additional company cointributions to the scheme. He said that they were almost certain to leverage public opinion to extract a huge payment into the scheme by companies courting Boots.
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