TPG in £668 Million Takeover Bid for British Vita

March 22, 2005

Cleary Gottlieb is representing Texas Pacific Group in its take private bid for U.K.-based foam rubber producer British Vita plc. TPG’s offer of 360p per share, which values the company at £688 million ($1.25 billion), was recommended by the British Vita board of directors.

British Vita was founded in 1949 to make foam rubber cushioning and later diversified into automotive products, mattresses and sofas. It was listed on the London Stock Exchange in 1966 and employs more than 8,200 people manufacturing cellular polymers, thermoplastics and polyester fiber.

TPG’s proposed acquisition is funded in part by debt and is intended to be implemented via a scheme of arrangement. The financing agreements were signed on March 22, 2005. Cleary Gottlieb provided financing, tax, antitrust and corporate advice to TPG and the bid vehicle, TPG Spring (UK) Limited.

Cleary Gottlieb also acted as counsel to TPG in its successful £1.66 billion acquisition of U.K. department store giant Debenhams plc in 2003.