Cattaneo LLP advised the Board of Delta Controls Limited on its opportunistic approach to Hartest Holdings plc for £6.3million

 

THE DEAL:

Based in West Molesey, Surrey, Delta Controls Limited is a private limited company that designs and manufactures high quality, reliable and accurate temperature and pressure measurement instruments for process monitoring and control applications worldwide.

When in July 2009, Elektron plc, announced a possible joint offer for Hartest Holdings plc (with an un-named third party) this triggered Delta Controls into action. Delta had previously been running the rule over Hartest, a company with complimentary markets and customers to Delta’s own. However, Hartest, an AIM stock market traded company was covered by the Takeover Code and Delta needed to tread carefully and came to and engaged Cattaneo LLP for advice about making its own offer for Hartest.

In the circumstances, the decision was taken to make Delta’s indicative offer to the Hartest board public, as a key part of its strategy of generating shareholder pressure. Cattaneo LLP released the announcement to the Stock Exchange on Delta’s behalf and this brought several parties to the table including major shareholders and the Board.

During the process following lengthy negotiations, Delta Controls revised its indicative offer, gained support from the majority of the Hartest Board and Elektron plc and commenced its due diligence processes. However, things were not easy and during the process the Takeover Panel imposed a ‘Put Up or Shut Up’ timetable on Delta which through negotiation, was twice extended while Delta completed due diligence.

When Delta became aware that the offer would not have the unanimous support of Hartest’s board and that a significant shareholder with nearly 30 percent of Hartest would not accept an offer Delta decided to withdraw its interest in February 2010.

 

 WHAT OUR CLIENT SAID:

‘We engaged Cattaneo LLP to guide us through the rules and regulations of acquiring a PLC under the Takeover Code and we were really pleased with our choice of Financial Advisor. Their knowledge of the Takeover Code, ability to work within a set of Rules that seemed to move like shifting sands at times and liaise with the Takeover Panel was excellent. We didn’t conclude the transaction on this occasion but we would have no hesitation in recommending the Cattaneo LLP team to others in a similar situation.’

Ray Harrison, Managing Director of Delta Controls

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