mergers and acquisitions · 2017-09-14 · mergers and acquisitions they are excellent. the support...

Mergers and Acquisitions

They are excellent. The support has been very good and the quality of advice and team are all excellent.

There is a real sense they are working together with us, and you know you

are getting top-quality service.Chambers UK, 2017

Our Mergers and Acquisitions practice

Slaughter and May is a leading international law firm recognised throughout the business community for its commercial awareness and commitment to its clients. We have a diverse and extensive international practice advising on the full range of commercial, financing and other matters.

Our breadth of experience in M&A combined with our day-to-day involvement with the market enables us to provide sophisticated advice of the highest quality on all types of deals while at the same time remaining rooted in the reality of the market place.

We have close relationships with market leading firms from around the world, so for each cross-border M&A transaction we can assemble a tailor-made single integrated team of lawyers who have the best expertise and contacts in each jurisdiction for that particular deal.

We deliver the full range of services which apply to an M&A transaction including:

• Financing

• Taxation

• Competition and Regulatory

• Pensions and Employment

• Intellectual Property and Information Technology

• Real Estate

Contents

4 Our credentials

7 Appendix – Further examples of our M&A work

14 UK listed corporate clients

2 Mergers and Acquisitions /

The service is excellent. You can’t fault the intellectual rigour, the quality of the advice is good and there’s great depth.

Chambers UK, 2016

3 / Mergers and Acquisitions

Best Friends Group

225,989

Freshfields Bruckhaus Deringer LLP128,270

Cravath, Swaine & Moore LLP120,641

Davis Polk & Wardwell LLP93,886

Blake, Cassels & Graydon LLP88,134

We have been voted:

• Law firm of the year (Financial News Awards, 2017)

• Top London law firm (jointly) in the field of mergers and acquisitions (Chambers UK 2017, The UK Legal 500 2015, IFLR 1000 2014 (UK))

• 1st place awards for ‘service delivery’, ‘quality of legal advice’, ‘communication and responsiveness’ and ‘partner level contact’ (Legal Week Best Legal Advisers survey, 2015)

• UK M&A Legal Adviser team of the year Mergermarket European M&A Awards 2015

• 1st place for ‘Pragmatic commercial advice and strong service delivery’ (Legal Business’ In-House Survey, 2014)

• Corporate Team of the Year (Legal Business Awards, 2014)

• M&A Team of the Year (Financial News Awards for Excellence, Legal Services, Europe 2014)

We have extensive experience in advising on:

• recommended and hostile bids and are recognised as “a first class, if not the first class, public takeover law firm in the City” (quote from client in The Lawyer)

• public to private deals and private equity M&A transactions, including the full range of transactions from venture capital investments to large cross-border deals

• private acquisitions and disposals in all sectors and often involving multiple jurisdictions

Our credentials

Mergermarket European legal adviser league table ranked by value, H1 2017

*The Best Friends Group comprises Slaughter and May, BonelliErede,

Bredin Prat, De Brauw Blackstone Westbroek, Hengeler Mueller

and Uria Menéndez.


Best Friends Group

225,989

Freshfields Bruckhaus Deringer LLP128,270

Cravath, Swaine & Moore LLP120,641

Davis Polk & Wardwell LLP93,886

Blake, Cassels & Graydon LLP88,134

We have recently advised:

• Standard Life on the recommended all-share merger of Standard Life and Aberdeen Asset Management

• Michael Kors in relation to its recommended cash offer for Jimmy Choo

• WS Atkins on a recommended cash offer for Atkins’ entire issued and to be issued share capital by SNC-Lavalin

• John Wood Group on its recommended all-share offer for Amec Foster Wheeler

• Vodafone on the merger of its subsidiary Vodafone India (excluding its 42% stake in Indus Towers) with Idea Cellular

• ARM Holdings on the recommended £24.3 billion cash offer for ARM’s entire issued share capital by SoftBank Group

• Cable & Wireless Communications on its recommended takeover by Liberty Global

• Alibaba on its acquisition of the media business of SCMP for a total consideration of approximately HK$2.06 billion

• Royal Dutch Shell on its recommended cash and share offer for BG Group. The terms of the combination valued BG Group at approximately £47 billion

• Shire on its (aborted) US$54 billion combination with AbbVie

• General Electric on its offer to acquire the Thermal, Renewables and Grid businesses of Alstom for an enterprise value of US$13.5 billion

• GlaxoSmithKline (GSK) on its three-part multi-jurisdictional transaction with Novartis: creation of global consumer healthcare joint venture, global vaccines acquisition by GSK (US$5.25 billion plus milestones), and the global oncology portfolio disposal to Novartis (US$16 billion)

• Talisman Energy on UK and competition law aspects of the takeover of Talisman by Repsol. The total transaction value is approximately US$13 billion including Talisman’s current debt

• BHP Billiton on the English legal aspects of its plans to create an independent global metals and mining company, called South32, by way of a demerger through an in-specie distribution

• Songbird Estates, the majority owner of Canary Wharf Group, in respect of the unsolicited cash offer made for Songbird by Qatar Investment Authority and Brookfield Property Partners. The offer valued Songbird at approximately £2.6 billion

• Temasek on its investment, as part of a consortium alongside CVC Capital Partners and others, in Alvogen, the generic pharmaceutical company

• Coca-Cola Enterprises on its agreement to combine with Coca-Cola Iberian Partners and CCEAG to create Coca-Cola European Partners

• Shire on English law aspects of its US$5.2 billion acquisition of NPS Pharmaceuticals

• Reynolds Group on the sale of the SIG Combibloc business to Onex Corporation for an aggregate amount of up to EUR3.750 billion

• Equinix on its recommended cash and share takeover offer for Telecity Group plc. The offer represented a value of approximately £2,351.9 million

• Dufry on its acquisition of a 50.1% stake in World Duty Free (WDF) owned by Edizione for a total cash consideration of EUR1.307 billion

• Catlin in relation to the recommended cash and share acquisition of Catlin by XL Group plc. The acquisition valued the company at approximately £2.79 billion


• China Resources (Holdings) Company, controlling shareholder of China Resources Enterprise (CRE), in relation to its acquisition of all the non-beer business segments of CRE for a total consideration of US$3.58 billion

• Hikma Pharmaceuticals on its acquisition of Roxane from Boehringer Ingelheim. The acquisition valued Roxane at approximately US$2.65 billion

• Platform Specialty Products Corporation on its recommended cash and share public takeover offer for Alent plc. The offer valued Alent’s entire issued, and to be issued, share capital at approximately US$2.096 billion

• 3i Infrastructure on the sale of its entire stake in Eversholt Rail Group to CK Investments (CKI)

• Standard Life on the disposal of its Canadian business to The Manufacturers Life Insurance Company, the related shareholder approval and the return of capital (circa £1.75 billion) to shareholders by way of a share scheme following completion of the transaction

• Ladbrokes on its proposed merger with certain businesses of Gala Coral Group Limited, including Coral Retail, Eurobet Retail and Gala Coral’s Online businesses

• BBA Aviation on its US$2.065 billion acquisition of Landmark Aviation from The Carlyle Group

• RSA Insurance Group on a possible all cash offer received from Zurich Insurance Group. The possible offer valued RSA at approximately £5.6 billion

• Shire on its proposed combination with Baxalta. Shire’s proposal represented a total enterprise value for Baxalta of US$33.9 billion

• Public Sector Pension Investment Board (PSPIB), on their investment, as part of a consortium alongside MBK Partners and others, with respect to the sale of Tesco’s retail business in the Republic of Korea, which is comprised of Homeplus Co., Ltd and Homeplus Tesco Co., Ltd and their respective subsidiaries

• M3 on its proposed acquisition of the Vidal Group from AXIO Data Group

• Dätwyler Holding on its recommended cash offer for Premier Farnell plc. The offer valued Premier Farnell’s issued and to be issued share capital at approximately £615 million, with an enterprise value of £792 million

To learn more about our M&A experience in Asia, please refer to our M&A Asia brochure or visit our website www.slaughterandmay.com

They are very collaborative in their approach. They are true advisers in that

they not only give you the technical answer but also a strong sense of what they think.

Chambers UK, 2016


Mergers

• Pollen Street Capital on the sale of Target Group to a wholly-owned subsidiary of Tech Mahindra Limited for an enterprise value of £112 million

• GCA on its merger with Altium

• Intercontinental Exchange on its possible public offer for London Stock Exchange Group

• Singbridge on its formation of a joint venture with Cosmos Harvest

• Union Bancaire Privée on the corporate and regulatory aspects of its acquisition of the Hong Kong banking and wealth management business of Coutts from The Royal Bank of Scotland

• HNA Finance I on the proposed acquisition of 66% of the issued share capital of Tysan Holdings Limited from Tides Holdings II

• Banco Santander on its preliminary and exclusive agreement with Warburg Pincus, General Atlantic and UniCredit S.p.A. to merge Santander Asset Management and Pioneer Investments

• Costain Group proposed merger with May Gurney Integrated Services

• Bertelsmann combination with Pearson of their respective trade-book publishing companies Random House and Penguin Group

• CSR merger with Zoran Corporation

• Greencore proposed merger with Northern Foods to create leading food convenience group

• Subsea 7 combination with Acergy to create global leader in seabed-to-surface engineering and construction

• Prudential aborted combination with AIA Group, a leading life insurance organisation in Asia Pacific

• British Airways merger with Iberia

• British Airways aborted merger with Qantas Airways via a dual-listed company structure

• GfK merger of equals with Taylor Nelson Sofres

• Reuters Group merger with The Thomson Corporation effected by dual listed company structure

• Taylor Woodrow merger with George Wimpey to create the UK’s largest housebuilding group

• My Travel merger with Thomas Cook

Further examples of our M&A work Appendix


Agreed bids

• Towry Holdings cash bid for Ashcourt Rowan

• ARCADIS cash bid for Hyder

• Cirrus Logic cash bid for Wolfson Microelectronics

• The Innovation Group cash bid by Axios Bidco

• Chime Communications cash bid by bidco, an entity controlled by funds managed by Providence Equity Partners

• Brit cash bid by FFHL Group

• Spirit Pub Company cash and share bid by Greene King

• CSR cash bid by Qualcomm Global Trading

• Francisco Partners (part of a consortium) recommended offer for Dmatek Limited, a provider of remote people monitoring technologies, for £52.9 million in cash. Dmatek is listed on the London Stock Exchange and is based in Tel Aviv, Israel

• FS Africa cash bid for Lonrho

• Schroders cash bid for Cazenove Capital Holdings Limited

• Diageo bid for up to 53.4% in United Spirits Limited, the leading spirits company in India

• Aegis cash bid by Dentsu

• Psion cash bid by Motorola Solutions

• PTT Exploration and Production cash bid for Cove Energy

• Umeco cash bid by Cytec Industries

• Charter International cash and share bid by Colfax Corporation

• Autonomy cash bid by Hewlett-Packard

• Uniq cash bid by Greencore

• Minerva cash bid by consortium

• Guangdong Rising Assets Management Co. cash bid for Caledon Resources

• Arsenal cash bid by KSE, UK Inc. (a company wholly-owned and controlled by Stanley Kroenke)

• Carillion cash bid for Eaga

• Henderson share bid for Gartmore

• General Electric cash bid for Wellstream Holdings

• Tomkins cash bid by consortium

• Reckitt Benckiser cash bid for SSL International

• Resolution cash and share bid for Friends Provident

• Talisman Energy bid for Rift Oil

• Banco Santander share bid for Alliance & Leicester

• FKI cash and share bid by Melrose

• Akzo Nobel cash bid for ICI

• Alliance Boots cash bid by company controlled by funds advised by KKR and Stefano Pessina


Hostile or competing bids and approaches

• Regus cash bid for MWB Business Exchange

• Charter approach by Melrose

• BHP Billiton cash bid for Potash Corporation

• Cadbury share and cash bid by Kraft

• Emerson Electric on the cash offer by its wholly owned subsidiary Rutherfurd Acquisitions for Chloride Group

• Centrica cash bid for Venture Production

• BHP Billiton share bid for Rio Tinto

• Banco Santander (as part of a consortium) bid for ABN AMRO – biggest ever financial services transaction

• Corus Group competing bids by CSN and Tata Steel

• Citigroup (as financial adviser to a consortium) cash bid for BAA

• PSA (the Singapore port company) cash bid for P&O

• Marks and Spencer successful defence of approach from company controlled by Philip Green


Private equity

• Infinis, owned by funds managed by Terra Firma, on the disposal of its entire operational and in-development onshore wind generation and landfill gas generation businesses in three separate transactions, as part of the exit of Terra Firma from the group

• CVC Capital Partners in connection with the purchase, by its Strategic Opportunities Platform, of the shares currently held by a number of investors in Pensions Insurance Corporation Group Limited, the ultimate parent company of Pension Insurance Corporation

• A consortium of investors led by Midlothian Capital Partners on their acquisition of Park Leisure for £103 million

• SVG Capital in connection with the takeover offer made by HarbourVest Structured Solutions

• Palamon Capital Partners on the acquisition of a majority stake in Happy Socks

• Towry and Palamon Capital Partners, on the sale of Towry to Tilney Bestinvest in a transaction which values Towry at £600 million

• Providence Equity acquisition of 47% of Digiturk, Turkey’s largest provider of pay television services, from Çukurova Group

• Palamon Capital Partners acquisition of a majority interest in The Simplify Group

• Palamon Capital Partners and Retail Decisions sale of Retail Decisions

• Manchester Airport Group successful bid to acquire Stansted Airport and related financing

• VION, a Dutch-based food producer, management buy-out of its UK pork business

• Palamon Capital Partners acquisition of a majority interest in beauty e-commerce specialist feelunique.com

• Palamon Capital Partners and Corsair Capital joint acquisition of Currencies Direct

• Terra Firma acquisition of Four Seasons Health Care and related financing

• Global Infrastructure Partners acquisition of Edinburgh Airport

• FS Invest II, Goldman Sachs Partners and EQT Partners proposed sale of ISS A/S

• Palamon Capital Partners and Associated Dental Practices acquisition by Carlyle of Integrated Dental Holdings

• Global Infrastructure Partners acquisition of London Gatwick Airport and related financing

• Global Infrastructure Partners acquisition of London City Airport

• Public Sector Pension Investment Board, as a member of a consortium, acquisition of Angel Trains

• First Reserve acquisition of CHC Helicopter Corporation

• First Reserve recommended bid by Turbo Alpha for Abbot Group plc

• Palamon and Star Parks sale by Star Parks of five of its seven European theme parks

• Eurazeo acquisition by its subsidiary Europcar Groupe S.A. of the car rental businesses of National and Alamo Rent a Car in Europe, Middle East and Africa for an enterprise value of EUR670 million


Private M&A

• UK Green Investment Bank as part of its sale by the Government to the Macquarie for a value of approximately £2.3 billion

• Premier Oil on the acquisition of E.ON’s UK North Sea oil and gas assets

• Compagnie Financière Richemont on an all-share merger of The Net-A-Porter Group Limited to create the YOOX Net-A-Porter Group

• ITV on its acquisition of Talpa Media B.V., a fast growing Netherlands based production and distribution company

• Rambus on its acquisition of all outstanding shares in Smart Card Software Limited

• Kettle Foods on the acquisition of the remaining 74% stake in Metcalfes skinny Ltd (having also advised Kettle Foods on its initial 26% percent stake in Metcalfes skinny Ltd)

• Oddo & Cie on the disposal of the Kleinwort Benson wealth management business in the UK and Channel Islands to Société Générale

• Virgin Group sale of part of its stake in Virgin Active

• British Gas acquisition of AlertMet

• Remgro and Mediclinic acquisition by Remgro Jersey

• Diageo sale of Bushmills to Jose Cuervo Overseas

• Det norske oljeselskap acquisition of Marathon Oil Norway from Marathon Oil Corporation

• Standard Life acquisition by its global investment management business of Ignis Asset Management

• AngloGold Ashanti (AGA) on its proposed joint venture with Randgold Resources (Randgold) to redevelop and operate AGA’s Obuasi gold mine

• Essentra acquisition of Blue NewCo 1 B.V

• Colt Group acquisition of KVH

• Direct Line Insurance Group sale of the Group’s International division, which comprised its Italian and German operations, to Mapfre


• Arrow Global acquisition of Capquest

• OpenGI sale of OpenGI to Monatgu Private Equity

• Alcoa acquisition of Firth Rixson

• Siemens sale of Siemens entire 50% stake in its joint venture, Nokia Siemens Networks, to Nokia

• Thomas Cook Group sale of the Thomas Cook Egypt and Thomas Cook Lebanon businesses to Yusuf Bin Ahmed Kanoo

• Cable & Wireless Communications sale of its interest in Monaco Telecom

• RSA Insurance Group sale of four operations in the Baltics and Poland

• GlaxoSmithKline acquisition of the branded generics business of Bristol Myers Squibb in Lebanon, Jordan, Syria, Libya and Yemen for US$23.2 million in cash; and acquisition from UCB S.A. of its current marketed product portfolio across certain territories in Africa, the Middle East, Asia Pacific and Latin America, for a cash consideration of EUR515 million

• RWE sale of RWE Dea to LetterOne Group

• Premier Foods disposal of a 51% controlling stake of its bread business

• Cineworld proposed combination with the cinema operations of Cinema City International

• GlaxoSmithKline sale of its thrombosis brands and related manufacturing site


FTSE 250Aggreko PLC (J)

Aldermore Group PLC (J)

Ashmore Group PLC (J)

BBA Aviation PLC (J)

Big Yellow Group PLC (J)

Carillion PLC

Cineworld Group PLC (J)

Close Brothers Group PLC

Coats Group PLC (J)

Derwent London PLC

Drax Group PLC

Essentra PLC (J)

Esure Group PLC

FirstGroup PLC (J)

Hays PLC

Hikma Pharmaceuticals PLC (J)

Homeserve PLC (J)

Inchcape PLC (J)

Indivior PLC (J)

IWG PLC (J)

JPMorgan American Investment Trust PLC (J)

Ladbrokes Coral Group PLC (J)

Morgan Advanced Materials PLC (J)

Ocado Group PLC

Paragon Group of Companies (The) PLC

Restaurant Group (The) PLC (J)

Rightmove PLC (J)

Senior PLC

TR Property Investment Trust PLC

Ultra Electronics Holdings PLC (J)

Victrex PLC (J)

Wood Group (John) PLC

Workspace Group PLC (J)

FTSE Small Cap/Fledgling4imprint Group PLC

Arrow Global Group PLC (J)

Baring Emerging Europe PLC

Costain Group PLC

Countrywide PLC (J)

De La Rue PLC (J)

Dialight PLC (J)

Gocompare.com Group PLC (J)

Henderson High Income Trust PLC (J)

Henderson Smaller Companies Investment Trust PLC (J)

Huntsworth PLC

International Biotechnology Trust PLC

International Personal Finance PLC (J)

Lowland Investment Company PLC (J)

McKay Securities PLC

Morgan Sindall Group PLC (J)

Mothercare PLC (J)

Premier Foods PLC

Premier Oil PLC

Schroder AsiaPacific Fund PLC

Schroder Income Growth Fund PLC

Schroder Japan Growth Fund PLC

Schroder UK Growth Fund PLC

Stock Spirits Group PLC

FTSE 1003i Group PLC

Aviva PLC (J)

Barratt Developments PLC

British American Tobacco PLC (J)

Bunzl PLC (J)

Burberry Group PLC

Carnival PLC (J)

Centrica PLC (J)

Diageo PLC (J)

Direct Line Insurance Group PLC (J)

GlaxoSmithKline PLC (J)

International Consolidated Airlines Group S.A. (J)

ITV PLC (J)

Land Securities Group PLC (J)

Legal & General Group PLC (J)

Marks and Spencer Group PLC (J)

Mediclinic International PLC (J)

Next PLC (J)

Old Mutual PLC (J)

Prudential PLC (J)

Reckitt Benckiser Group PLC (J)

Rolls-Royce Holdings PLC (J)

Royal Dutch Shell PLC

Royal Mail PLC (J)

RSA Insurance Group PLC (J)

Schroders PLC

Segro PLC

Shire PLC (J)

Standard Chartered PLC (J)

Standard Life Aberdeen PLC (J)

Taylor Wimpey PLC

United Utilities Group PLC

Vodafone PLC

Whitbread PLC (J)

UK listed corporate clients


© Slaughter and May 2017

This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact.

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September 2017

mergers and acquisitions · 2017-09-14 · mergers and acquisitions they are excellent. the support...

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