Activist Shareholder Response
Greenhill is regularly engaged to advise companies – their boards of directors and management teams – in response to an activist shareholder or other unsolicited shareholder or counterparty activity. The Firm is renowned for maintaining a client base focused on corporations, boards of directors and senior management teams – and has not and will not represent activist hedge funds or shareholders.
Greenhill is viewed as an advisor of choice in activist shareholder situations. Unlike most other investment banking firms, Greenhill does not have conflicts – real or perceived – with activist shareholders. Greenhill does not engage in business lines, such as prime brokerage, that cater to, and derive meaningful compensation from, hedge funds or activist shareholders.
Our Managing Directors and professionals in North America, the United Kingdom, Continental Europe, Australia, Brazil and Japan have advised numerous leading companies as they have navigated complex and high-profile activist shareholder and defense situations.
Below we highlight a few of the transactions on which we have advised in this area. In addition to these disclosed situations, many of our most successful defense advisory engagements remain confidential and are never disclosed.
Most Recent Transactions
U.S. rights to Toprol-XL (AstraZeneca)
Advised Aralez Pharmaceuticals Inc., a global specialty pharmaceutical company in connection with the financing of its acquisition of the U.S. rights to cardiovascular drug Toprol-XL (metoprolol succinate) and its Authorized Generic from AstraZeneca.
Advised ASX-listed Bionomics, a clinical stage biopharmaceutical company focused on the treatment of serious central nervous system disorders and cancer, on a consultation process with shareholders following calls for Board change, leading to the formation of a shareholder working group of leading institutional investors and company-led Board renewal.
Advised GrainCorp Limited on the unsolicited takeover offer from Archer Daniels Midland Company, a global agribusiness that converts oilseeds, corn, wheat and cocoa into products for food, animal feed and energy uses
Advised the Special Committee of the Board of Directors of TNS, Inc., a leading global provider of data communications and interoperability solutions, on its sale to Siris Capital Group, a private equity firm focused on complex, control equity investments in the telecom, technology and technology-enabled business service sectors
The Hartford’s Individual Life Insurance Business
Advised The Hartford, a leading provider of insurance and wealth management services, on the divestiture of its Individual Life Insurance Business to Prudential Financial, Inc.
The Hartford’s Retirement Plans Group
Advised The Hartford, a leading provider of insurance and wealth management services, on the divestiture of its Retirement Plans Group to Massachusetts Mutual Life Insurance Company, a leading mutual life insurance company
ISTA Pharmaceuticals, Inc.
Advised ISTA Pharmaceuticals, an ophthalmic pharmaceutical company, on its defense against an unsolicited offer from Valeant Pharmaceuticals and on its review of strategic alternatives
Advised CoreLogic on a publicly-announced review of strategic alternatives
Coal and Allied Industries Limited
Advised Coal and Allied Industries Limited, an Australian based coal mining company, in relation to an acquisition proposal from Rio Tinto Limited and Mitsubishi Corporation to acquire all the outstanding shares in the company not already held by Rio Tinto and Mitsubishi
The Forzani Group Ltd.
Advised The Forzani Group Ltd., Canada's largest national retailer of brand-name and private-brand sporting goods, apparel and footwear, on its sale to Canadian Tire Corporation, Limited
Wesco Financial Corporation
Advised the Special Committee of Wesco Financial Corporation in connection with Berkshire Hathaway Inc.'s proposal to acquire the remaining 19.9% of the shares of Wesco’s common stock that it does not presently own
Advised Dynegy Inc., an independent power producer, on its sale to Icahn Enterprises LP in an all-cash transaction
Advised the Independent Director Committee of Alcon, Inc., an ophthalmic pharmaceutical company, on the sale of Alcon’s outstanding publicly held interest to Novartis AG, a global pharmaceutical company
Lihir Gold Limited
Advised Lihir Gold Limited, a leading global gold company with operations in Papua New Guinea, Australian and West Africa on an unsolicited takeover proposal from Newcrest Mining Ltd, an international gold company with gold and copper operations
Advised Minerva plc, a UK real estate development company, on its successful defence following an unsolicited offer from KiFin Limited, a company that makes investments for the benefit of Mr Nathan Kirsh
Advised Lonmin plc, a major producer of Platinum Group Metals, regarding an unsolicited pre-conditional offer for the company by Xstrata plc, a global diversified mining company
Advised TransAlta Corporation, a power generation and wholesale marketing company, on an unsolicited offer from LS Power Equity Partners / Global Infrastructure Partners
Wendy's International, Inc.
Advised the special committee of the board of directors in connection with its merger with Triarc Companies, Inc., the operator of the Arby’s franchise. The combined systems will have approximately 10,000 restaurant units and pro forma annual system sales of approximately $12.5 billion, positioning it as the nation’s third largest quick service restaurant company
Advised the Board of BCE on a review of a range of strategic alternatives that culminated in an agreement to sell to a consortium consisting of Teacher's Private Capital, Providence Equity Partners and Madison Dearborn Partners for $52.0 billion that was ultimately terminated
Acted as sole financial adviser to Ceridian Corporation, an information services provider to the human resource, transportation and retail markets, on its sale to Thomas H. Lee Partners and Fidelity National Financial
Alliance Boots plc
Advised Alliance Boots plc, the leading international pharmacy-led health and beauty group, on a proposal regarding an offer for the company from a consortium comprising of Kohlberg Kravis Roberts & Co. Ltd. and Stefano Pessina
Advised the special committee of 7-Eleven, Inc. in connection with its evaluation of an unsolicited tender offer commenced by Seven-Eleven Japan Co., Ltd
Rentokil Initial plc
Advised leading European support services company Rentokil Initial on unsolicited approach from Raphoe Management Limited