Ashurst advises National Express on all-share combination with Stagecoach

The combination will create a leading multi-modal transportation provider in the UK market, whilst maintaining a diversified international portfolio of bus, coach and rail services. The combined group is expected to have a fleet of around 40,000 vehicles, a workforce of approximately 70,000 people, and with more than a billion passenger journeys made annually on its services.

Under the terms of the combination, which is expected to complete around late 2022, Stagecoach shareholders will be entitled to receive 0.36 new National Express shares in exchange for each Stagecoach share they hold. Stagecoach shareholders will own approximately 25 per cent and National Express shareholders will own approximately 75 per cent of the combined group on a fully diluted basis. Based on current share prices, the pro forma market capitalisation of the combined group will be approximately £1.9 billion.

National Express is a leading transport provider delivering bus, coach and rail services across the UK, Continental Europe, North Africa, North America and the Middle East. It holds the largest market share for long haul coach transport in both Spain and the UK, and is the second largest school bus provider in North America. It also operates urban bus and transit services in the USA, Canada, Morocco, Spain and the UK, and rail services in Germany.

Stagecoach is a leading multi-modal UK public transport company, serving more than 100 communities across England, Scotland and Wales and operating services in regulated and deregulated markets. It is a leading UK bus operator, with major city bus operations in London, Manchester, Liverpool, Newcastle, Hull, Sheffield, Oxford and Cambridge, as well as inter-urban services linking smaller locations and a tram network in Sheffield.

The Ashurst team advising National Express is being led by partners Tom Mercer, Duncan Liddell, Terry Van Poortvliet and Neil Cuninghame, assisted by counsel Edward McNeill, senior associates Aimee Carroll-Hewitt and Jake Hadfield, economists David Wirth and Oliver Noble and associates Demi Pham and Victoria Beswick. Also advising on employment and incentives matters are partner Ruth Buchanan, senior consultant Nicholas Stretch and senior associates Rebecca Servian and Hannah Martin, as well as partners Anna Delgado and Nicholas Moore and senior associate Sebastian Brignell on finance matters and partner Stuart Rubin on US securities law.