Freshfields, Slaughters advise on ABG’s recommended takeover offer for Ted Baker

16 Aug 2022 , 7:36pm

As Ben Edwards reports, proposed deal from US Reebok owner values UK fashion retailer at £211m

Freshfields Bruckhaus Deringer and Slaughter and May have advised on US group Authentic Brands Group's (ABG's) takeover offer for UK fashion retailer Ted Baker.Ted Baker has recommended to its shareholders to accept a bid from ABG that would value the company at £211m, despite having previously rejected higher offers.

Freshfields advised Ted Baker on the deal, while Slaughters advised ABG. The Financial Times reported that the offer was supported by the majority of Ted Baker’s shareholders, including founder Ray Kelvin and investors including Toscafund, Schroders and Oasis, who together account for 50.7% of share capital.

Ted Baker’s directors said the bid represents fair value given the uncertain economic environment and the potential for an extended UK recession.

The Freshfields team was led by London-based partner and head of the firm’s sports and gaming practice Chris Mort, partner Rhys Evans and associate Olivia Mackay. Slaughters’ team was led by co-head of its financial institutions group Roland Turnill and corporate partner Richard Hilton.

The instruction of Slaughters on the deal is notable, as ABG has previously instructed Latham & Watkins on European M&A work.

Ted Baker announced a formal sales process in April following interest from a number of potential buyers, including from private equity group Sycamore, reportedly advised by Kirkland & Ellis, which offered 137p a share – 27p more than the ABG offer that was accepted. The ABG offer represents an 18.2% premium on Ted Baker’s closing share price on Monday.

Slaughters said it is intended that the offer will be implemented by means of a court-sanctioned scheme of arrangement. The offer is expected to complete during the fourth quarter of this year, subject to the satisfaction or waiver of certain conditions.

ABG owns brands including Reebok, Forever 21 and Nine West.

The company agreed to buy Reebok last August from Adidas for €2.1bn. Latham & Watkins advised ABG on that deal while leading German independent Hengeler Mueller acted for Adidas.  

Earlier this year, ABG, again advised by Latham, acquired a 55% stake in former England footballer David Beckham’s brand DB Ventures for a reported $269m.

ABG also owns the rights to other iconic sport stars including the late Muhammad Ali and former basketball player Shaquille O'Neal. ABG cancelled an IPO last summer, instead selling equity stakes to private equity firms including CVC Capital Partners and HPS Investment Partners, as well as existing stakeholders, which valued the company at $12.7bn.

Other partners on the Slaughters team included Ed Fife (financing), Claire Jeffs (competition), Phil Linnard (pensions, employment and incentives), Charles Osborne (tax) and Duncan Blaikie (IP and IT).