Automotive
March 26, 2008 - Ford Motor Company agreed to sell its Jaguar line (acquired in 1989 for $2.38 billion) and Land Rover line (acquired in 2000 for $2.73 billion) of luxury cars to Tata Motors (India’s third-largest passenger carmaker) for $2.3 billion; ended first modern-day cross-border acquisition between United Kingdom.
From The Deal Professor by Steven M. Davidoff (March 26, 2008):
(http://dealbook.blogs.nytimes.com/2008/03/26/fords-ma-legacy)
Ford’s acquisition of Jaguar plc in 1989 was made via a cash tender offer. However, unlike in previous cross-border takeovers, Jaguar had a large shareholder presence.
Jaguar’s American Depositary Securities were quoted on the Nasdaq and registered under the Exchange Act, at least 25 percent of Jaguar’s holders were located in the United States, and Ford itself held about 13.4 percent of Jaguar’s securities.
The Ford offer was therefore required to comply with the governing takeover codes in two jurisdictions: the Williams Act in the United States; and the City Code on Takeovers and Mergers and the Rules Governing Substantial Acquisition of Securities, issued by the U.K. Panel on Takeovers and Mergers. This first attempt to harmonize the two systems was quite a nightmare, required extensive cooperation between the regulators of both nations. It involved many a late night for lawyers attempting to coordinate the process across the Atlantic — all this before e-mail became common and when phone calls were actually expensive.
It was the first true cross-border acquisition and it stirred the Securities and Exchange Commission to begin a decade-long process to adopt specialized rules for cross-border takeovers, culminating in the Cross-Border Release Exemptions adopted in 1999. Truly a landmark transaction.
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