Hellman & Friedman in Public Offer for Gartmore by Henderson

March 2, 2011

Cleary Gottlieb represented longstanding client Hellman & Friedman as selling shareholders in the proposed bid for British fund manager Gartmore Group by rival fund manager Henderson Group. The bid is structured as a share for share exchange to be implemented by way of takeover offer or scheme of arrangement in the Cayman Islands. The bidder and the target have agreed to adhere to the provisions of the UK Takeover Code, although neither is a Code company. The £335.3 million deal, which values Gartmore at approximately 92.1p per share, will make Henderson the sixth largest retail fund manager in the United Kingdom. Funds managed by Hellman & Friedman have irrevocably agreed to exchange their shares for shares in Henderson, should the bid complete.

Cleary Gottlieb had previously advised Hellman & Friedman as selling shareholders in the initial public offering and premium listing of Gartmore on the London Stock Exchange in December 2009, on their original buyout of the Gartmore Group in 2006 from U.S. financial services specialists Nationwide Mutual, and on the refinancing of Gartmore’s syndicated borrowing in 2007, one of the last “covenent-lite” financings before the credit crisis.

Gartmore is an independent, multi-product asset management firm providing long-only and alternative investment products to retail and institutional investors in the United Kingdom, Continental Europe, the United States, Japan, and Latin America. The company distributes its products through all major distribution channels in the United Kingdom and through longstanding relationships with major distributors and institutions in other geographies.