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Mergers and Acquisitions Brochure July 2018

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Mergers and Acquisitions Brochure July 2018 They are a top-quality firm, so you know what you’re getting: the top of the tree in terms of high-end corporate work. They’re fiercely client-focused and absolutely want to satisfy the client. Chambers UK, 2018 Mergers and Acquisitions 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 / 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 / Mergers and Acquisitions 3 Our credentials We have been voted: We have extensive experience in advising on: • Top London law firm (jointly) in the field of mergers and acquisitions (Chambers UK 2018, • recommended and hostile bids and are The UK Legal 500 2017, IFLR 1000 2017 (UK)) recognised as “a first class, if not the first class, public takeover law firm in the City” (quote from • Law firm of the year (Financial News Awards, 2017) client in The Lawyer) • 1st place awards for ‘service delivery’, • public to private deals and private equity ‘quality of legal advice’, ‘communication and M&A transactions, including the full range of responsiveness’ and ‘partner level contact’ transactions from venture capital investments to (Legal Week Best Legal Advisers survey, 2015) large cross-border deals • UK M&A Legal Adviser team of the year • private acquisitions and disposals in all sectors Mergermarket European M&A Awards 2015 and often involving multiple jurisdictions • 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) 334706 Mergermarket European legal Best Friends Group adviser league table ranked by value (USD m), FY 2017 reshfields Bruckhaus eringer LL 243,012 205,72 Linklaters 157738 Clifford Chance LL *The Best Friends Group comprises ais olk & Wardwell LL Slaughter and May, BonelliErede, 139,211 Bredin Prat, De Brauw Blackstone Westbroek, Hengeler Mueller and Uria Menéndez. 4 Mergers and Acquisitions / We have recently advised: • Shire plc on a recommended offer by Takeda for • Alibaba on its acquisition of the media business the entire issued and to be issued ordinary share of SCMP for a total consideration of approximately capital of Shire HK$2.06 billion • Vodafone on the proposed acquisition of certain • M3 on its proposed acquisition of the Vidal Group operations of Liberty Global in the Czech from AXIO Data Group Republic, Hungary, and Romania, for a total enterprise value of €18.4 billion • Dätwyler Holding on its recommended cash offer for Premier Farnell. The offer valued Premier • Vodafone on the proposed merger of Bharti Farnell’s issued and to be issued share capital at Infratel and Indus Towers approximately £615 million, with an enterprise value of £792 million • GlaxoSmithKline on its conditional agreement to buy out Novartis AG’s 36.5% stake in their • Darty in relation to an accepted 170p-per-share Consumer Healthcare Joint Venture for a cash takeover offer from French retailer Fnac consideration of US$13 billion • Royal Dutch Shell on its recommended cash • Standard Life Aberdeen on the sale of its capital- and share offer for BG Group. The terms of the intensive insurance business to Phoenix for combination valued BG Group at approximately £3.24 billion £47 billion • Richemont on its acquisition of 100% of the • GlaxoSmithKline (GSK) on its three-part multi- issued share capital of Watchfinder.co.uk Limited jurisdictional transaction with Novartis: creation of global consumer healthcare joint venture, global • Standard Life on the recommended all-share merger vaccines acquisition by GSK (US$5.25 billion plus of Standard Life and Aberdeen Asset Management milestones), and the global oncology portfolio disposal to Novartis (US$16 billion) • Michael Kors in relation to its recommended cash offer for Jimmy Choo • Songbird Estates, the majority owner of Canary Wharf Group, in respect of the unsolicited cash • WS Atkins on a recommended cash offer for offer made for Songbird by Qatar Investment Atkins’ entire issued and to be issued share 334706 Authority and Brookfield Property Partners. capital by SNC-Lavalin Best Friends Group The offer valued Songbird at approximately £2.6 billion • John Wood Group on its recommended all-share offer for Amec Foster Wheeler • Temasek on its investment, as part of a consortium alongside CVC Capital Partners 243,012 reshfields Bruckhaus eringer LL • Vodafone on the merger of its subsidiary Vodafone India (excluding its 42% stake in Indus and others, in Alvogen, the generic Towers) with Idea Cellular pharmaceutical company • on its agreement to • Novae Group on a recommended cash offer for Coca-Cola Enterprises Linklaters 205,72 Novae’s entire issued and to be issued share combine with Coca-Cola Iberian Partners and capital by Axis Capital CCEAG to create Coca-Cola European Partners • on English law aspects of its US$5.2 billion • Shire in relation to its $32 billion combination with Shire acquisition of NPS Pharmaceuticals 157738 Clifford Chance LL Baxalta Incorporated • on its recommended cash and • ARM Holdings on the recommended £24.3 billion Equinix cash offer for ARM’s entire issued share capital by share takeover offer for Telecity Group. The offer represented a value of approximately ais olk & Wardwell LL SoftBank Group 139,211 £2.35 billion • Cable & Wireless Communications on its recommended takeover by Liberty Global / Mergers and Acquisitions 5 • Dufry on its acquisition of a 50.1% stake in World • Shire on the English law aspects of its $5.9 billion Duty Free owned by Edizione for a total cash acquisition of Dyax Corporation consideration of €1.307 billion • General Electric on its offer to acquire the • Catlin in relation to the recommended cash Thermal, Renewables and Grid businesses of and share acquisition of Catlin by XL Group. Alstom for an enterprise value of US$13.5 billion The acquisition valued the company at approximately £2.79 billion • Talisman Energy on UK and competition law aspects of the takeover of Talisman by Repsol. • China Resources (Holdings) Company, controlling The total transaction value is approximately shareholder of China Resources Enterprise (CRE), US$13 billion including Talisman’s current debt in relation to its acquisition of all the non-beer business segments of CRE for a total consideration • BHP Billiton on the English legal aspects of its of US$3.58 billion plans to create an independent global metals and mining company, called South32, by way of • Hikma Pharmaceuticals on its acquisition of a demerger through an in-specie distribution Roxane from Boehringer Ingelheim. The acquisition valued Roxane at approximately US$2.65 billion • Reynolds Group on the sale of the SIG Combibloc business to Onex Corporation for an aggregate • Platform Specialty Products Corporation amount of up to €3.750 billion on its recommended cash and share public takeover offer for Alent. The offer valued Alent’s • Shire on its (aborted) US$54 billion combination entire issued, and to be issued, share capital with AbbVie at approximately US$2.096 billion To learn more about our M&A experience in Asia, • 3i Infrastructure on the sale of its entire stake please refer to our M&A Asia brochure or visit our in Eversholt Rail Group to CK Investments (CKI) website www.slaughterandmay.com • 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 Their service is second to none in completion of the transaction terms of quality. They live up to their reputation as the Rolls-Royce of legal • Ladbrokes on its proposed merger with service providers that you would go to certain businesses of Gala Coral Group Limited, for any ‘bet the house’ type deals. including Coral Retail, Eurobet Retail and Gala Coral’s Online businesses Chambers UK, 2018 • 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 • Public Sector Pension Investment Board (PSPIB), on their
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