Categories: Protection
Topics: Resolution| Friends Provident| Clive Cowdery
Clive Cowdery is nothing if not determined. Two years after jilting Friends Provident at the altar for a better offer from rival closed-life firm Pearl Assurance, he has returned to hunt down the insurance firm in a new guise.
Then, Resolution was a firm running closed-life policies - so-called zombie funds - which it had snapped up on the cheap during the stock market collapse in 2000.
The subsequent stock market recovery had made Cowdery and the firm a tidy packet - cash badly needed by Friends Provident to continue to build its business.
But the merger sparked a bidding battle for the cash-rich Resolution, ultimately won by zombie fund rival Hugh Osmond and his Pearl business, with a £4.98bn cash offer in November 2007 at the top of the market.
But that was not the end for Resolution, which reinvented itself as a Guernsey-domiciled investment firm with the purpose of buying underperforming financial services companies, restructuring them and selling them off at a profit.
It went after UK lender Bradford & Bingley as it struggled to shore up its finances dented by mounting mortgage arrears, but its advances were rejected.
Attentions were then once again turned on Friends Provident, and after many protestations about Resolution's complicated financial structure and corporate governance issues, Friends has succumbed to a sweetened offer of £1.86bn.
Cowdery has made clear that the purchase is not the end but the beginning of an acquisition trail, with analysts suggesting that Scottish Widows and Clerical Medical could be next on his shopping list.
But whether the insurance magnate can make as much money for his investors through these ventures as he did for those who benefited from the Pearl deal, only time will tell.
TIMELINE
25 July 2007
Resolution and Friends Provident agree to merge in an all-share deal that would create a firm with a value of £8.6bn. It is agreed the combined group will be called Friends Financial and life and pensions products will continue to be sold under the Friends Provident brand.
26 October 2007
Resolution recommends a takeover offer from Standard life of 517p in cash and 0.715 Standard Life share for each Resolution share. The agreement terminates the planned merger with Friends Provident, agreed three months before.
16 November 2007
A bidding battle for Resolution's closed-life insurance business comes to a dramatic end with arch-rival Pearl Assurance beating off the competition with a £5bn all-cash offer.
The announcement comes fives days after Standard Life said it was abandoning its offer.
24 June 2008
Resolution offers struggling mortgage lender Bradford & Bingley (B&B) a £400m lifeline as part of a wider £2bn scheme to support the UK's smaller banks weakened by the financial crisis. This was rejected and B&B was subsequently nationalised later in the year.
5 December 2008
Resolution lists on the London Stock Exchange, raising £600m with the possibility of raising a further £60m.
8 April 2009
The FSA closes a month-long investigation into the £5bn sale of Resolution to rival insurer Pearl in 2007.
The enquiry was reportedly related to suspicion of market abuse related to parties involved in the bidding battle at the time. This included Friends Provident, Standard Life, Resolution and Pearl.
13 July 2009
Friends Provident rejects an initial offer from Resolution, which would see shareholders swap each share for 0.8 Resolution shares. But Resolution is undeterred, saying that it had received "constructive feedback" and that it would consider its response.
17 July 2009
Friends Provident outlines conditions for a possible tie-up between the two companies, which it says would be beneficial to shareholders.
It proposes that Friends Provident be the holding company and a joint board is established with Friends chief executive Trevor Mathews continuing in that role of the combined group.
20 July 2009
Resolution sweetens offer with cash component, but maintains that the enlarged group will be operated as a subsidiary of Resolution.
Friends rejects the proposals on the grounds of concerns about Resolution's structure and corporate governance.
Its main beef is that management functions are outsourced to a third party manager Resolution Operations LLP and that there would be no representation on the main board of Resolution of the key members of this management team, thereby reducing accountability to shareholders. It says this is "totally inappropriate" for a public company.
27 July 2009
Friends says it has "terminated discussions" with Resolution following a takeover offer, which would see shareholders receive 0.82 Resolution shares for one Friends Provident share. The cash-and-shares offer valued Friends shares at 74.6p each, giving the deal a total value of £1.75bn.
11 August 2009
Friends Provident agrees a takeover proposal worth £1.86bn from Clive Cowdery vehicle Resolution more than two years after the investment firm first approached the insurer.
After a number of rebuffs, the board has accepted a deal where Friends shareholders will get 0.9 new Resolution shares in exchange for each one in Friends Provident.
The deal includes a cash offer for the first 2,500 shares held by investors at 79.4p a share worth in total £500m. The acquiring entity Resolution Holdings, which is listed on the London Stock Exchange, will be renamed Friends Provident Holdings.
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