Advisers to G4S bidder GardaWorld in line for £312m payday

Advisers to Canada’s GardaWorld, the security group pursuing a £3bn deal to buy UK rival G4S, stand to make up to £312m in fees if they are successful in clinching shareholder support for the hostile takeover.

The fees were laid out in an offer document released by GardaWorld on Saturday, in which the Canadian group argued that its 190p per share offer for G4S was justified given the level of investment needed to address longstanding financial and reputational issues. 

Bankers including Barclays, UBS, Bank of America and Jefferies stand to earn as much as £100m in fees for providing financial advice and broking services should a deal be reached, GardaWorld said in the document. A further £180m would be paid to banks that provide the financing arrangements used to pay for the deal.

One senior London banker not involved in the transaction said that the financial advisory fees were unusually high, highlighting a series of similar private equity-backed transactions in the UK market where banks earned far less.

For legal work, lawyers on the deal led by Simpson Thacher may make up to £18m, while public relations advisers including London’s Montfort Communications stand to earn as much as £7m.

The lucrative fees at stake underscore the importance of the transaction to advisers in the London market, where mergers and acquisitions activity has been sluggish this year.

The offer caps weeks of bitter accusations from the smaller Canadian company, in which the private equity firm BC Partners owns a 51 per cent stake.

In the document, GardaWorld accused the UK company of having “baseless optimism” about its prospects and pledged to make sweeping “cultural change” if it takes control.

“Simply said, a cookie-cutter approach will not succeed in fixing G4S’s operations,” said Stephan Cretier, chief executive of GardaWorld. “This operation needs a deep root-and-branch reprogramming.” 

G4S, best-known for running prisons and providing security guards, is fighting to keep investors on its side after having rejected the 190p bid from GardaWorld last month.

Its largest investor Schroders has stated that it is open to a takeover at a higher price. The latest documents are a formal offer, but do not prevent GardaWorld from increasing its bid should it choose to do so. 

G4S said: “There is nothing new here. The terms of the offer remain unchanged from those contained in GardaWorld’s announcement on 30 September, which the board unanimously rejected on the basis that it significantly undervalues the company and its prospects and is not in the best interests of shareholders or other stakeholders.”

G4S has annual revenues of more than £7bn and employs more than 500,000 people in 80 countries, but it has been hurt by a series of scandals including the loss of a UK government contract to run Birmingham prison last year.

GardaWorld is a much smaller operation, with about £2bn of annual revenues and 100,000 employees, but it argues that G4S has been losing market share. 

It believes 190p is the right price because of G4S’s £300m pension deficit and because of potential future liabilities from legal actions taken against the company, it said. 

G4S said last week that it had received interest from a rival acquirer, Allied Universal, one of the largest operators in the US, the world’s biggest security market. It has yet to receive a formal offer and Allied has declined to comment.

Additional reporting by Kaye Wiggins

Coronavirus latest: Portugal tightens Covid restrictions as case counts rise

Martin Arnold in Frankfurt

Germany’s five leading economic research institutes cut their bi-annual forecasts for this year and next year, warning that production capacity would remain about 1 per cent below pre-coronavirus forecasts in the medium term.

In updated forecasts, the researchers said they expected the German economy to contract 5.4 per cent this year, deeper than the decline of 4.2 per cent they predicted in April.

They also cut their forecast for growth next year from 5.8 per cent to 4.7 per cent, while issuing a new prediction for growth of 2.7 per cent in 2022.

“Although a substantial part of the drop in output experienced in spring has already been recovered, the remaining catch-up process is the more difficult part of the return to normality,” said Stefan Kooths, head of forecasting at the Kiel Institute.

He said the economic recovery was being held back by the pandemic’s impact on sectors such as restaurants, tourism, trade shows, and airlines, adding these areas would only “catch up with the rest of the economy only once measures to control the pandemic have largely been dropped, which we do not expect before next summer”.

Warning that 820,000 jobs had been lost in Germany by the middle of the year because of the fallout from the pandemic, the institutes forecast that unemployment would rise from 2.27m people last year to 2.72m by next year.

Olaf Scholz, Germany’s finance minister, responded to the new forecasts by saying: “Now we mustn’t get careless, otherwise the rapid upswing will be lost very quickly.”

The forecasts were produced by the German Institute for Economic Research in Berlin, the Ifo Institute in Munich, the Kiel Institute for the World Economy, the Halle Institute for Economic Research, and RWI in Essen.

The daily count of coronavirus cases in Germany reached 6,541 on Tuesday, close to the peak in the spring, but fell back to 4,464 the next day, according to Johns Hopkins University. Regional governments are putting some restrictions on social gatherings and travel, although much less severe than the spring lockdowns.

Corporate cyber risks heightened by Covid, warns ex-NSA head

The former head of the US National Security Agency has warned that the coronavirus pandemic has significantly increased cyber risk, with companies likely to face a growing number of attacks.

Michael Rogers said “the attack surface has just exploded” because so many people are working from home rather than in offices, which have better cyber protection.

Mr Rogers was head of the NSA, the US government agency in charge of cyber security, between 2014 and 2018. He is now on the board of directors at CyberCube, which advises insurance companies about cyber risk.

“Remote access is being executed on a level that is nowhere near the historic norms of the past, and that’s pretty much across all business sectors,” he said, adding that the use of the same infrastructure for work and personal purposes was increasing the risk.

He also warned that people searching for coronavirus-related information could inadvertently let hackers into their data and systems.

“There’s a much greater propensity among user populations now to access links or respond to emails that they believe are making them smarter about Covid,” he said.

Roughly two-thirds of successful attacks, he said, originated with “spear phishing” emails in which users click on links or images in an email.

Mr Rogers said ransomware attacks were the “poster child” of the growth in incidents. These involve a hacker accessing and encrypting company data, and only releasing the decryption key if money is paid.

According to insurer Beazley, ransomware attacks jumped 25 per cent in the first quarter of this year compared with the fourth quarter of 2019.

“Attackers are finding they have . . . a higher probability of success,” said Mr Rogers, as there was an increased willingness among companies to pay ransoms. “Financial times are so tough that you cannot afford to shut down.”

“The fundamental things that are powering it are unlikely to change,” he said. “It’s going to get worse before it gets better.”

At the start of this month the US Treasury warned that helping companies to make ransom payments could violate US sanctions laws.

In a public advisory note it said: “Ransomware payments may also embolden cyber actors to engage in future attacks. In addition, paying a ransom to cyber actors does not guarantee that the victim will regain access to its stolen data.”

Speaking ahead of an appearance at the Financial Times insurance innovation summit this week, Mr Rogers said some parts of the economy were better prepared for cyber attacks than others.

The financial services industry, he said, had spent “funds in significant levels” on cyber defences.

Healthcare, on the other hand, was much more vulnerable. “It’s got the highest concentration of personally identifiable information . . . there’s a lot of data flowing through hospitals and health systems.”

Six charged in militia plot to kidnap Michigan governor

Federal prosecutors in Michigan have charged six men with conspiring to kidnap the state’s Democratic governor, Gretchen Whitmer, as part of a militia-led plot before the November general election.

The FBI arrested five of the men on Wednesday, according to court records. As part of the plot, the group allegedly held training sessions with weapons, attempted to build explosive devices, and surveilled Ms Whitmer’s properties.

One of the members of the alleged plot had called Ms Whitmer a “tyrant” and said “we gotta do something”, according to an FBI affidavit filed in court earlier this week and unsealed on Thursday.

“Several members talked about murdering ‘tyrants’ or ‘taking’ a sitting governor,” the affidavit said.

Ms Whitmer has been the target of intense criticism over the lockdown measures she has ordered in response to the coronavirus pandemic, including from Donald Trump. In April, the US president tweeted: “LIBERATE MICHIGAN”.

The FBI affidavit said investigators had become aware in “early 2020” that “a group of individuals were discussing the violent overthrow of certain government and law-enforcement components”.

The plot evolved to include a Michigan-based militia group that in March had been trying to “target and kill” local police officers, according to the affidavit.

Over the coming months, the defendants met repeatedly to discuss their plans, which included “assaulting the Michigan State Capitol”, using Molotov cocktails against the police, and “shooting up the Governor’s vacation home”, the affidavit alleged.

The men charged were Adam Fox, Barry Croft, Ty Garbin, Kaleb Franks, Daniel Harris and Brandon Caserta. Court records indicated all the men except Mr Croft had been arrested.

The affidavit said the FBI had several informants and undercover agents who were able to record the defendants plotting.

In a June phone call, Mr Fox had said he wanted “200 men” to storm the Michigan capitol building, according to the affidavit. The plan was to try Ms Whitmer for treason, it claimed. “He said they would execute the plan before the November 2020 elections,” the affidavit said.

In another conversation in August, Mr Harris had allegedly said: “Have one person go to her house. Knock on the door and when she answers it just cap her.”

Law enforcement officials are set to hold a press conference about the case later on Thursday afternoon.