Louise Armitstead
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AT 3pm last Thursday, a queue of 42 bankers and advisers filed into the offices of Terra Firma, the private-equity firm run by the financier Guy Hands.
There was a feeling of gloom among the group, many of whom avoided the banter to stare quietly out of the fourth-floor window across the Thames to the Tower of London and the City beyond.
Exactly seven days earlier, Hands had written to Sir Nigel Rudd, chairman of Alliance Boots, explaining that he planned to make a counterbid to the 1,040p per share offered last month for the chemist chain by the American buyout specialist Kohlberg Kravis Roberts (KKR) and deputy chairman Stefano Pessina. And Hands had the backing of the Wellcome Trust, Britain’s biggest charity.
As the UK’s largest private-equity investor with about £6 billion in venture-capital and hedge-fund assets and an endowment of £13 billion, the Wellcome Trust’s credentials had to be respected.
But otherwise the situation looked hopeless or, worse, ridiculous.
Never having done a deal even half the size of the £10 billion bid for Boots, Hands looked small-fry next to KKR especially with its formidable partner Pessina, who has a 15% shareholding and unique inside knowledge of the company. One commentator said: “This is just another of Guy’s overly ambitious moves it’s just a bit bigger and grander but it won’t work out.”
Another added: “Guy is like those people you always see at charity dinners who insist on bidding first: they just want everyone to see they are involved.”
The bankers in Terra Firma’s offices would not have gone that far, but few felt they could argue with the sentiment. Yet three hours later, Hands had won them over.
He introduced a raft of new bankers from Gleacher Shacklock to work alongside Lehman Brothers and explained that financing was almost in place. He expected permission to start due diligence almost immediately.
The approach from Terra Firma was met with an almost audible sigh of relief from the Boots board. From the start, the KKR and Pessina tie-up had been criticised in some quarters as too cosy.
Pessina’s increasingly loud insistence that he would not support any bid other than KKR’s only added to the discomfort.
One insider said: “KKR has the deputy chairman who is also a 15% shareholder it doesn’t taste nice. The emergence of Hands is a relief for the sake of decency if nothing else.”
Terra Firma’s plans cannot be dismissed lightly. For a start, Hands has an impressive track record. He founded a principal finance unit at Nomura and turned the Japanese bank into one of the country’s biggest owners of private businesses. At its peak, Hands’s unit controlled a betting company, the Ministry of Defence married-quarters estate, a train company, a pub estate and a television-rental business.
He founded Terra Firma in 2000 but its record has been perceived as patchy. Recently the firm has been connected with more abortive bids than successes. Nevertheless, Hands owns the biggest cinema chains in Europe and recycling and gas companies.
The Wellcome Trust has an equally bold reputation in the private-equity sector. Set up in 1936 on the death of the American-born pharmaceuticals magnate Sir Henry Wellcome, the trust is second in size only to the Bill and Melinda Gates Foundation. It invests more than £400m a year in biomedical research to improve human and animal health. Its projects range from stem-cell research to eating disorders and it also supports efforts to make the public understand science.
Even so, Hands and Wellcome face an uphill struggle.
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