CHC LLC purchases Babcock
Except nothing has paused or stopped. However Ned just stated "it", which doesn't help bring clarity to the situation. My post a few messages ago is 100% accurate as of a few days ago, well after the CMA published it's enforcement order.
Apate,
I'm not sure you are right on this. Why would the CMA allow a merger to complete if they thought they might block it after completion? Where would that leave Babcock Offshore which would then be owned by CHC? That doesn't seem likely.
If you read the whole Initial Enforcement Order, in my opinion the CMAs stance is relatively clear, CHC cannot influence any business as usual Babcock operations. While the DD (6(l)) is allowed (proceeding with it should not prejudice daily operations), 5(b) explicitly prohibits the ownerships structures changing without CMA approval. The businesses are to continue independently as you assert (per 5 (a) and all of 6) but if CHC are prohibited from buying the Babcock Offshore entities per 5 (b), then the merger is essentially paused while the CMA make their investigation. You cannot merge/ acquire something if you are not allowed to actually acquire it. 5(b) is also prohibiting all parties from changing their names and merging into new entities to get around the ruling/ order.
All Babcock and CHC entities involved have to show compliance with this order every 2 weeks (7, 8). Annex A-C show what CHC and Babcock entities are signing up to every 2 weeks. If you think that the merger can proceed while signing off on these Annexes, you have better lawyers than I do.
The CMA is not saying no to the merger, they are saying they will investigate, DD can proceed, business as usual fighting for contracts etc but the CMA will decide if the merger goes ahead before it gets inked.
My 5c worth anyway.
I'm not sure you are right on this. Why would the CMA allow a merger to complete if they thought they might block it after completion? Where would that leave Babcock Offshore which would then be owned by CHC? That doesn't seem likely.
If you read the whole Initial Enforcement Order, in my opinion the CMAs stance is relatively clear, CHC cannot influence any business as usual Babcock operations. While the DD (6(l)) is allowed (proceeding with it should not prejudice daily operations), 5(b) explicitly prohibits the ownerships structures changing without CMA approval. The businesses are to continue independently as you assert (per 5 (a) and all of 6) but if CHC are prohibited from buying the Babcock Offshore entities per 5 (b), then the merger is essentially paused while the CMA make their investigation. You cannot merge/ acquire something if you are not allowed to actually acquire it. 5(b) is also prohibiting all parties from changing their names and merging into new entities to get around the ruling/ order.
All Babcock and CHC entities involved have to show compliance with this order every 2 weeks (7, 8). Annex A-C show what CHC and Babcock entities are signing up to every 2 weeks. If you think that the merger can proceed while signing off on these Annexes, you have better lawyers than I do.
The CMA is not saying no to the merger, they are saying they will investigate, DD can proceed, business as usual fighting for contracts etc but the CMA will decide if the merger goes ahead before it gets inked.
My 5c worth anyway.
Management of the CHC business and Babcock Offshore business until determination of proceedings
5. Except with the prior written consent of the CMA, CHC, EHOB, CHC UK and Babcock Offshore shall not, during the specified period, take any action which might prejudice a reference of the transaction under section 22 or 33 of the Act or impede the taking of any action under the Act by the CMA which may be justified by the CMA’s decisions on such a reference, including any action which might:
(a) lead to the integration of the Babcock Offshore business with the CHC business;
(b) transfer the ownership or control of the Babcock Offshore business or the CHC business or any of their subsidiaries;
or (c) otherwise impair the ability of the Babcock Offshore business or the CHC business to compete independently in any of the markets affected by the transaction.
5. Except with the prior written consent of the CMA, CHC, EHOB, CHC UK and Babcock Offshore shall not, during the specified period, take any action which might prejudice a reference of the transaction under section 22 or 33 of the Act or impede the taking of any action under the Act by the CMA which may be justified by the CMA’s decisions on such a reference, including any action which might:
(a) lead to the integration of the Babcock Offshore business with the CHC business;
(b) transfer the ownership or control of the Babcock Offshore business or the CHC business or any of their subsidiaries;
or (c) otherwise impair the ability of the Babcock Offshore business or the CHC business to compete independently in any of the markets affected by the transaction.
Someone better tell the bosses at Babcock and CHC then. They are stating that the share transfer can happen, just that once that is complete then no merging or convergence of the two operations can occur until the CMA process is completed.
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Slightly off topic but I think relevant to the overall picture is that it appears Repsol have now given Bristow their contract renewal (although I’m told the flying hours are ‘apparently’ significantly reduced on what’s currently being flown).
It was a shade out of the blue given them telling other bidders they were holding back so perhaps spooked by this news ....
It was a shade out of the blue given them telling other bidders they were holding back so perhaps spooked by this news ....
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https://www.energyvoice.com/oilandga...siness-to-chc/
The deal is done.
The deal is done.
I'm not going to pretend I'm not very surprised but the detail is important. The deal is complete pending approval. If CHC do not get approval from now on, they have to sell Babcock again and the businesses are required to operate completely separately until they get the approval. How that works in practice is anyone's guess. It's not really a merger at that stage in my opinion but then I'm not a decision maker at CMA, CHC or Babcock.
To me it makes absolutely no sense whatsoever to allow the merger to proceed while investigating it - you pay for something you might have to sell again shortly after. A bizarre transaction just got even more bizarre. To be clear, my personal confusion is with the CMA, not with CHC, Babcock or anyone else. Allowing a merger to proceed without a green light is just unnecessary. If the transaction was worth investigating, then investigate it. If not, why bother?!
Let's hope they get that approval or CHC and Babcock are royally (insert expletive here).
To me it makes absolutely no sense whatsoever to allow the merger to proceed while investigating it - you pay for something you might have to sell again shortly after. A bizarre transaction just got even more bizarre. To be clear, my personal confusion is with the CMA, not with CHC, Babcock or anyone else. Allowing a merger to proceed without a green light is just unnecessary. If the transaction was worth investigating, then investigate it. If not, why bother?!
Let's hope they get that approval or CHC and Babcock are royally (insert expletive here).
However I agree that it is odd that the purchase was allowed, with just the merging of the two operations now being under investigation.
True. Depends on how the sale is written I suppose. If there are obligations on Babcock if the sale is not approved then it might not be that simple. But I agree that this is overwhelmingly CHC's problem to sort out.
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Or possibly more accurate... "when the parent company has gotten tired of subsidising you undercutting the market and generally spoiling the normal pricing mechanisms that have existed between clients and proper aviation companies since forever..."
There still seems to be a few true believers that think that the big B had the superior model in just about every way... must be why they sold?!
There still seems to be a few true believers that think that the big B had the superior model in just about every way... must be why they sold?!