May 20, 2020
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Moss Bros bidder can't walk away from takeover deal

May 20, 2020

Moss Bros’s reluctant suitor, Brigadier Acquisition Company, has been told by the UK’s Takeover Panel that it can't walk away from its £22.6 million bid for the menswear company.

Moss Bros

The panel said Brigadier shouldn’t be allowed to invoke any of the Relevant Conditions in relation to its bid for the firm. It tried to retract its agreed offer for Moss Bros in March as the extent of the coronavirus crisis became clear, shortly after the deal had been announced.

It had cited the “impact [of] the current health crisis on Moss Bros and related UK Government measures”. But at the time it was thought unlikely that it would be allowed to get out of the deal given that earlier rulings by the Takeover Panel had suggested that companies couldn't use such changes of circumstances as an excuse.

Brigadier now has to decide whether to appeal against the decision.

A major Moss Bros shareholder, Gatemore Capital Management, which has a 10% stake, said: “We are pleased with the initial ruling of the Takeover Panel and believe this sets the right precedent. The deal to take Moss Bros private, which was agreed after the World Health Organization identified Covid-19 as a pandemic, was designed to provide management with the appropriate structure to execute the ongoing transformation plan and achieve Moss Bros’s full potential, and it is only right that the company is given the opportunity to fulfil this.”

The deal had been struck on March 12 with Brigadier, which is controlled by Crew Clothing owner Menoshi “Michael” Shina, agreeing to pay 22p a share for the loss-making firm. 

And while March 12 was 11 days before the UK lockdown was announced, it was already clear at that point that the coronavirus was disrupting business and a possible lockdown was looming. Italy had gone into lockdown on March 9 and other European countries would soon follow it. The UK was trying to avoid having to do so but there were calls at that point for it to emulate its European neighbours, while British consumers were already shunning shops and buying less fashion generally.

It remains to be seen whether the unwilling suitor will appeal against the decision and what it all ultimately means if the takeover does go ahead. Will it have soured relations between the buyer and the Moss Bros management team?

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