Oppidum Bidco Limited’s £6.3 Billion Takeover of Wm Morrison Supermarkets PLC

Oppidum Bidco Limited's £6.3 Billion Takeover of Wm Morrison Supermarkets PLC

Ashurst advised Wm Morrison Supermarkets PLC on the deal. Slaughter and May acted for Oppidum Bidco Limited. Jones Day represented Koch Real Estate Investments, LLC as investor, and Dechert advised GIC.

Wm Morrison Supermarkets PLC (Morrisons), received a recommended cash offer for the company by Oppidum Bidco Limited (a newly formed company to be indirectly owned by funds managed or advised by affiliates of Fortress Investment Group, LLC) (Fortress). Pursuant to the terms of the offer, Morrisons shareholders will receive 252 pence per share along with the right to receive a special dividend of 2 pence per share, valuing the issued and to be issued share capital of Morrisons at approximately £6.3bn.

Morrisons began as a Bradford market stall in 1899 and has grown to become the UK’s fourth largest supermarket chain, employing over 110,000 colleagues across the UK.  Following the opening of the first Morrisons supermarket store in 1961, Morrisons went public in 1967, and first entered the FTSE 100 index in April 2001.  

As at May 2021, Morrisons operated a largely freehold property estate including 497 stores, 339 petrol filling stations, 20 manufacturing and packing sites and 9 distribution centres. Through its conveniently located stores, Morrisons carries out approximately 9 million customer transactions every week and has a reach which extends to 99.6 per cent. of households in Great Britain. 

Fortress is a leading global investment manager with approximately $53 billion in assets under management as of 31 March 2021. Fortress manages assets on behalf of over 1,800 institutional clients and private investors worldwide across a range of credit and real estate, private equity and permanent capital investment strategies.  For the purposes of making the offer Fortress has agreed to partner with CPP Investments, the professional investment management organisation that invests the funds transferred to it by Canada Pension Plan, and KREI, part of Koch Industries which is one of the largest privately held businesses in the United States.   

The Ashurst team advising Morrisons was led by Tom Mercer (Picture) with fellow corporate partner James Fletcher, competition partner Nigel Parr and strategic advisory partner and co-head of Ashurst’s London office Lynn Dunne, assisted by senior corporate associates Hayley Gow and Sara Hamzawi, associates Lauren Garrett, Paul Ryan-Brown, Colin Bugler, Yoana Georgieva, Clara Yeo, and Emile Abdul-Wahab, trainees Oliver Passmore and Ria Shah and solicitor apprentice Sophie Hensher. The team also included Head of Incentives Nicholas Stretch and counsel Rebecca Servian, pensions counsel John Gordon, employment partner Ruth Buchanan, competition economist David Wirth and finance partners Anna Delgado and Tim Rennie. 

Slaughter and May’s team included Roland Turnill, Partner, Richard Smith, Partner, Harry Bacon, Partner, Simon Tysoe, Associate, James Ufland, Associate, Adrian Gibbs, Associate, Jack Hull, Associate, Lisa Wright, Partner, Jonathan Slade, Associate, Rosalind Paulson, Associate, Matthew Tobin, Partner, Ed Fife, Partner, Oliver Wicker, Partner, Jennifer Nice, Associate, Charles Cameron, Partner, Phil Linnard, Partner, Philippa O’Malley, Associate, Chris Sharpe, Associate, William Brown, Associate, Rachel Hunter, Associate, Mike Lane, Partner and Kyle O’Sullivan, Associate.

The Jones Day team was led by Julian Runnicles and Leon Ferera.

The Dechert team was led by partners Chris Field and Mark Evans with support from associate Tom Clarke and trainee solicitor James Hutchens.

Involved fees earner: Emile Abdul-Wahab – Ashurst; Ruth Buchanan – Ashurst; Colin Bugler – Ashurst; Anna Delgado – Ashurst; Lynn Dunne – Ashurst; James Fletcher – Ashurst; Lauren Garrett – Ashurst; Yoana Georgieva – Ashurst; John Gordon – Ashurst; Hayley Gow – Ashurst; Sara Hamzawi – Ashurst; Tom Mercer – Ashurst; Nigel Parr – Ashurst; Tim Rennie – Ashurst; Paul Ryan-Brown – Ashurst; Rebecca Servian – Ashurst; Nicholas Stretch – Ashurst; David Wirth – Ashurst; Clara Yeo – Ashurst; Thomas Clarke – Dechert; Mark Evans – Dechert; Christopher Field – Dechert; Leon Ferera – Jones Day; Julian Runnicles – Jones Day; Harry Bacon – Slaughter and May; William Brown – Slaughter and May; Charles Cameron – Slaughter and May; Ed Fife – Slaughter and May; Adrian Gibbs – Slaughter and May; Jack Hull – Slaughter and May; Rachel Hunter – Slaughter and May; Mike Lane – Slaughter and May; Phil Linnard – Slaughter and May; Jennifer Nice – Slaughter and May; Philippa O’Malley – Slaughter and May; Kyle O’Sullivan – Slaughter and May; Rosalind Paulson – Slaughter and May; Chris Sharpe – Slaughter and May; Jonathan Slade – Slaughter and May; Richard Smith – Slaughter and May; Matthew Tobin – Slaughter and May; Roland Turnill – Slaughter and May; Simon Tysoe – Slaughter and May; James Ufland – Slaughter and May; Oliver Wicker – Slaughter and May; Lisa Wright – Slaughter and May;

Law Firms: Ashurst; Dechert; Jones Day; Slaughter and May;

Clients: GIC Private Limited; Koch Real Estate Investments; Morrisons; Oppidum Bidco Limited;

Author: Giulia Di Palma