Cleary Gottlieb represented EMC Corporation in a cash offer by its subsidiary EMC Computer Systems (UK) Limited for the entire share capital of Conchango plc. The board of directors of Conchango recommended the offer. The offer price of 23.1 pence per share valued Conchango at £42 million. The deal was announced on April 1, and the offer is subject to the UK Takeover Code. EMC had obtained irrevocable commitments from around 80% of Conchango’s shareholders, so the offer was declared wholly unconditional on April 2.
The deal was timed to give Conchango shareholders the ability to elect between the 2007-2008 and 2008-2009 rates of capital gains tax. In addition, the two founder shareholders of the business, who are continuing as management, agreed to place £4.5 million of their consideration in an escrow account against breaches of certain warranties and indemnities, and against an earn-out detailed in a Warranty and Escrow Agreement.
EMC is a long-time Cleary Gottlieb client. It is the world’s leading developer and provider of information infrastructure technology and solutions that enable organizations of all sizes to transform the way they use their information. EMC Corporation is listed on the New York Stock Exchange and is a component of the S&P 500 Index. Cleary Gottlieb recently advised EMC on the $1.1 billion IPO of VMware, the largest technology sector IPO since Google in 2004.
Conchango is a growing consultancy and systems integrator which specializes in innovative technologies. It was admitted to the London Stock Exchange’s Alternative Investment Market on January 15.
