Anthony Hilton: Takeover leaks are effective repellent

Goldman Sachs knows a thing or two about how the media work and how they can be worked.

But even it was shocked a couple of weeks ago when it made a confidential takeover approach to airports operator BAA, and found that the news leaked within hours.

A condition of the banker's offer had been that it remain confidential, so early disclosure meant it did not even get out of the starting gate. It was not alone: a few days earlier, Lord Sharman, chairman of insurance firm Aviva (which owns Norwich Union), had written a confidential letter to the Prudential suggesting the two firms should moot a merger. He thought only a handful of people knew about this, but again within hours the Prudential share price had started to move up, which required an announcement, and the deal was effectively stymied before it had begun.

There is not a shred of evidence in either case that the defending side leaked the news, and that is not the suggestion here. These days, takeover deals are more complex than they used to be and involve many more teams of advisers than in years gone by. A decade ago, six people would know in advance about a takeover.

Today, the total with prior knowledge is probably close to 60, which means it is ten times more likely to leak.

But as a rule, the easiest way to work out who has leaked information is to look at who benefits from the news being public. In takeovers, surprise is everything. Traditionally, with hostile bids, the first the target would know about an imminent offer was when it read about it in the Sunday papers, in a story peppered, more often than not, with an unfavourable comparison between it and the predator.This knocked the target back before it even realised the fight had started and made it harder for it to mount a credible defence.

Defence is still hard, but to some extent the boot is now on the other foot. Because hostile bids are out of fashion, predators seek to embrace defending managements in what is known as a bear-hug, where they are squeezed so tight they have to agree. Defenders have found that the best way to avoid a hug is to not let the bear anywhere near in the first place. And the best bear-repellent, it seems, is a massive dose of premature publicity.

Have you registered with us yet?

Register now to enjoy more articles and free email bulletins

Already registered?
Sign in