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Acquisition of River and Mercantile Group by AssetCo – A&O advising RMG

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Mathews Stephen
Stephen Mathews

Partner

London

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Hough Richard
Richard Hough

Partner

London

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Hamilton-Foyn Matthew
Matthew Hamilton-Foyn

Senior Associate

London

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Ben Davies

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27 January 2022

Allen & Overy is advising River and Mercantile Group PLC (RMG) on the recommended all share offer from AssetCo plc to acquire the entire issued and to be issued ordinary share capital of RMG.

RMG is an investment group with AuM of GBP49.9 billion as at 31 December 2021, specialising in a range of investment activities. RMG’s principal businesses comprise a UK Solutions business, a US Solutions business and an asset management business, but RMG has recently announced deals to sell its UK and US Solutions businesses to Schroders and Agilis Holding Company LLC, respectively. Before the offer from AssetCo completes, RMG intends to return to its shareholders GBP190 million in cash from the net proceeds of the sale of its UK Solutions business. 

RMG shareholders will be entitled to receive 0.07392 new AssetCo shares for each RMG share they hold. Based on the closing price of AssetCo’s shares on the business day immediately before the Acquisition was announced, the Acquisition values RMG's entire issued and to be issued ordinary share capital at approximately GBP98.8 million and, taken together with the return of capital, values RMG's entire issued and to be issued ordinary share capital at approximately GBP289 million. Following completion of the Acquisition, RMG shareholders will own approximately 41.6% of the combined group.

The offer is conditional on, among other things, the completion of the sale of RMG’s UK Solutions business, completion of the return of capital, AssetCo shareholder approval and FCA change of control  approval.

The A&O team is being led by corporate partners Stephen Mathews and Richard Hough. The transaction team included senior associates Matthew Hamilton-Foyn and Karishma Naravane, associate Andrew Boyce and trainees Alina Merchant-Mohamed and Ali Butler, with support from A&O Belfast associate Gemma Boyle and senior legal specialist Peter McParland.

Specialist advice is being provided by partner Lydia Challen and associate Patrick Rohan on tax, partners Dominic von Wulffen and Bob Penn, associates Nadia Pascal and Raluca Dumitru and trainee Berk Sahin on regulatory matters, together with partners Chris Salter and Stephen Besen on US regulatory matters, partner Yannick Arbaut and senior associate Vittoria Faraone on Luxembourg regulatory matters and partner Jason Denisenko and senior associate Christopher Scarf on Australian regulatory matters, partner Paul McCarthy and associate Katie James on incentives, partner Jane Higgins and senior associate Joan Whybray on pensions and partner Susanna Charlwood on litigation matters.