A trainee's role in...

Robert Chamberlain worked on a transaction advising the British postal and delivery services company International Distribution Services plc (“IDS”), parent of Royal Mail and GLS, on its £3.5 billion recommended all cash offer by EP UK Bidco Limited (“EP Group”).

At what stage did you become involved in the deal?

I became involved in the deal on the morning that the EP Group released a public statement confirming that it had submitted a non-binding proposal to the IDS Board seeking its recommendation for a possible cash offer. This was an exciting start to the day, as it was clearly a significant deal, and in the coming hours and days we were all racing to advise the client and coordinate several different workstreams and groups.

My supervisor was the lead associate on the matter, which meant I could closely learn his approach to helping coordinate such a high-profile transaction. It was satisfying not only to get stuck in right at the inception of the deal, but to see it through as part of the core Corporate team all the way through to the publication of the Offer Document - the formal legal offer to shareholders - a little over three months later.

What did you find most interesting about the transaction?

For me, it was the public nature of the transaction. Royal Mail, subsidiary of IDS, has held for centuries a historic and symbolic role in the UK as a household name, and I loved working on a deal of such public interest. For this reason, working on the comprehensive series of undertakings offered to the UK Government and contractual commitments to protect the interests of IDS stakeholders was fascinating, helping keep the significance of the deal front and centre in the mind.

How many lawyers worked on the deal and how was the responsibility allocated?

The deal team evolved and grew at different stages. Within each workstream, we typically had a lead associate overseeing the work of more junior associates and trainees, which allowed everyone to own their roles and take on more responsibility. Over the course of the transaction, over eighty lawyers and trainees were involved in some capacity, from across three Corporate groups, Competition, Employment and Incentives, Pensions, Financing, Financial Regulation, and Tax.

At all stages we also worked closely with the in-house team at IDS, and I enjoyed helping to continue Slaughter and May’s long-standing relationship with the client, with partners on the transaction having previously advised on Royal Mail’s privatisation and IPO.

How did you help get the deal over the line?

The structured timeline imposed by the Takeover Code was helpful in providing a clear overarching framework for the transaction, creating a natural momentum and sense of time pressure. At these crunch points, we were all focused on pulling everything together to meet deadlines which - although challenging at times - were some of the most exciting and dynamic moments of the deal.

For instance, verification of the key transaction documents - involving confirming that all material statements in public announcements were factually accurate - was an important part of the process, alongside proofreading, which was often the final task before sign-off.

At these crunch points of the transaction, we were all focused on pulling everything together to meet deadlines which - although challenging at times - were some of the most exciting and dynamic moments of the deal. Attention to detail was crucial throughout, but a key skill I learned was applying this against often tight deadlines and being aware of the responsibility that we trainees had on such a fast-paced transaction.

What kind of work were you doing?

Over the course of April to June, for instance, I was involved with:

• legal research, especially into the provisions of the Takeover Code;
• transaction management, including maintaining a documents list and taking call notes;
• verification of public presentations and announcements;
• preparing board minutes, resolutions, advice, and presentations;
• assisting with shareholder communications;
• liaising between both internal and external teams; and
• helping draft Takeover Code submissions and announcements.

As a common theme, attention to detail was crucial throughout, but a key skill I learned was applying this against often tight deadlines and being aware of the responsibility that we trainees had on such a fast-paced transaction.

How did you feel when the deal completed?

Although the deal was subject to satisfaction or waiver of regulatory conditions and sufficient shareholder acceptance, the moment the Offer Document was finalised and sent to print was the defining one - and it was a good day. As a Corporate team, we went out to celebrate the milestone and reflect on the past few months.

It was then really satisfying to publish the Offer Document two days later, and follow the subsequent stages of the process unfold from the sidelines while on secondment at Uría Menéndez in Madrid.

What was your favourite moment?

For me, I look back fondly on the first week of the deal. In particular, working at breakneck speed to organise the team and advise the client on next steps was great. This was also an interesting stage because the IDS Board had not yet recommended that shareholders accept the offer. That initial spell of activity set the tone for the rest of the fast-paced transaction.