Financial Times FT.com

Lex: BAA

Published: June 8 2006 13:27 | Last updated: June 8 2006 21:15

Until Thursday morning, the future of BAA hung in the balance, in spite of a recommended offer of 950¼p from a consortium led by Spain’s Ferrovial. Some nifty regulatory footwork, followed by a swoop into the stock market on Thursday morning, finally forced a rival Goldman Sachs-led consortium to cede the field.

Ferrovial’s triumph in the battle for the British airports operator must be all the sweeter, because Goldman might well have been willing to offer a higher price. Does this mean that BAA’s board should have held off accepting the Ferrovial offer, which included a controversial 1 per cent break-up fee? It is true that agreeing to a break-up fee helped scupper the chance of a slightly higher price for shareholders but this was not a dead cert. Conceding a break-up fee allowed the BAA board to secure an offer that was, after all, considerably higher than had seemed feasible at the start of this saga. Nor is the lesson that break-up fees should be banned. The Takeover Panel rule limiting the size of break-up fees to 1 per cent of the value of the bid – much lower than in the US – provides sensible protection for shareholders.

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