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 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 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 )

• 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 ( 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, 2014) 3347 Mergermarket European legal Best Friends Group adviser league table ranked by value (USD m), FY 2017

reshfields Bruckhaus eringer LL 43

7 Linklaters

773 LL

*The Best Friends Group comprises ais olk & Wardwell LL , BonelliErede, 3 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

• 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 • on its recommended cash • Standard Life 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 on a recommended cash offer for offer made for Songbird by Qatar Investment Atkins’ entire issued and to be issued share 3347 Authority and Brookfield Property Partners. capital by SNC-Lavalin Best Friends Group The offer valued Songbird at approximately £2.6 billion • on its recommended all-share offer for • Temasek on its investment, as part of a consortium alongside CVC Capital Partners 43 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 7 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 773 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 3 £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 . • 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 , • 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 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

6 Mergers and Acquisitions / Appendix Further examples of our M&A work

Mergers

• Pollen Street Capital on the sale of Target Group • CSR merger with Zoran Corporation to a wholly-owned subsidiary of Tech Mahindra Limited for an enterprise value of £112 million • proposed merger with Northern Foods to create leading food convenience group • GCA on its merger with Altium • combination with Acergy to create • Intercontinental Exchange on its possible public global leader in seabed-to-surface engineering offer for Group and

• Singbridge on its formation of a joint venture • Prudential aborted combination with AIA Group, with Cosmos Harvest a leading life insurance organisation in Asia Pacific

• Union Bancaire Privée on the corporate and • British Airways merger with Iberia regulatory aspects of its acquisition of the banking and wealth management business • British Airways aborted merger with Qantas of from The Royal Bank of Airways via a dual-listed company structure

• HNA Finance I on the proposed acquisition of • GfK merger of equals with Taylor Nelson Sofres 66% of the issued share capital of Tysan Holdings Limited from Tides Holdings II • Reuters Group merger with The Thomson Corporation effected by dual listed • on its preliminary and exclusive company structure agreement with Warburg Pincus, General Atlantic and UniCredit S.p.A. to merge Santander Asset • merger with Management and Pioneer Investments to create the UK’s largest housebuilding group

• proposed merger with May Gurney • My Travel merger with Thomas Cook Integrated Services

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

/ Mergers and Acquisitions 7 Agreed bids

• Towry Holdings cash bid for Ashcourt Rowan • Charter International cash and share bid by Colfax Corporation • ARCADIS cash bid for Hyder • Autonomy cash bid by Hewlett-Packard • Cirrus Logic cash bid for Wolfson Microelectronics • Uniq cash bid by Greencore • The Innovation Group cash bid by Axios Bidco • cash bid by consortium • Chime Communications cash bid by bidco, an entity controlled by funds managed by • Guangdong Rising Assets Management Co. Providence Equity Partners cash bid for Caledon Resources

• Brit cash bid by FFHL Group • Arsenal cash bid by KSE, UK Inc. (a company wholly-owned and controlled by Stanley Kroenke) • Spirit Pub Company cash and share bid by Greene King • cash bid for Eaga

• CSR cash bid by Qualcomm Global Trading • Henderson share bid for Gartmore

• Francisco Partners (part of a consortium) • General Electric cash bid for Wellstream Holdings recommended offer for Dmatek Limited, a provider of remote people monitoring • Tomkins cash bid by consortium technologies, for £52.9 million in cash. Dmatek is listed on the London Stock Exchange and is • Reckitt Benckiser cash bid for SSL International based in Tel Aviv, Israel • Resolution cash and share bid for Friends Provident • FS Africa cash bid for Lonrho • Talisman Energy bid for Rift Oil • Schroders cash bid for Cazenove Capital Holdings Limited • Banco Santander share bid for Alliance & Leicester • Diageo bid for up to 53.4% in United Spirits Limited, the leading spirits company in India • FKI cash and share bid by Melrose

• Aegis cash bid by Dentsu • Akzo Nobel cash bid for ICI

• Psion cash bid by Motorola Solutions • Alliance Boots cash bid by company controlled by funds advised by KKR and Stefano Pessina • PTT Exploration and Production cash bid for Cove Energy

• Umeco cash bid by Cytec Industries

8 Mergers and Acquisitions / / Mergers and Acquisitions 9 Hostile or competing bids and approaches

• Regus cash bid for MWB Business Exchange • Banco Santander (as part of a consortium) bid for ABN AMRO – biggest ever financial • Charter approach by Melrose services transaction

• BHP Billiton cash bid for Potash Corporation • Corus Group competing bids by CSN and Tata Steel • share and cash bid by Kraft • Citigroup (as financial adviser to a consortium) • Emerson Electric on the cash offer by its wholly cash bid for BAA owned subsidiary Rutherfurd Acquisitions for Chloride Group • PSA (the Singapore port company) cash bid for P&O • cash bid for Venture Production • Marks and Spencer successful defence • BHP Billiton share bid for of approach from company controlled by Philip Green

10 Mergers and Acquisitions / Private equity

• Infinis, owned by funds managed by Terra Firma, • Palamon Capital Partners acquisition of a on the disposal of its entire operational and in- majority interest in beauty e-commerce specialist development onshore wind generation and landfill feelunique.com gas generation businesses in three separate transactions, as part of the exit of Terra Firma • Palamon Capital Partners and Corsair Capital from the group joint acquisition of Currencies Direct

• CVC Capital Partners in connection with the • Terra Firma acquisition of Four Seasons Health purchase, by its Strategic Opportunities Platform, Care and related financing of the shares currently held by a number of investors in Pensions Insurance Corporation Group • Global Infrastructure Partners acquisition of Limited, the ultimate parent company of Pension Edinburgh Airport Insurance Corporation • FS Invest II, Goldman Sachs Partners and • A consortium of investors led by Midlothian EQT Partners proposed sale of ISS A/S Capital Partners on their acquisition of Park Leisure for £103 million • Palamon Capital Partners and Associated Dental Practices acquisition by Carlyle of Integrated • SVG Capital in connection with the takeover offer Dental Holdings made by HarbourVest Structured Solutions • Global Infrastructure Partners acquisition of • Palamon Capital Partners on the acquisition of a London Gatwick Airport and related financing majority stake in Happy Socks • Global Infrastructure Partners acquisition of • Towry and Palamon Capital Partners, on the London City Airport sale of Towry to Tilney Bestinvest in a transaction which values Towry at £600 million • Public Sector Pension Investment Board, as a member of a consortium, acquisition of • Providence Equity acquisition of 47% of Digiturk, Angel Trains ’s largest provider of pay television services, from Çukurova Group • First Reserve acquisition of CHC Helicopter Corporation

• Palamon Capital Partners acquisition of a • First Reserve recommended bid by Turbo Alpha majority interest in The Simplify Group for plc

• Palamon Capital Partners and Retail Decisions • Palamon and Star Parks sale by Star Parks of five sale of Retail Decisions of its seven European theme parks

• Manchester Airport Group successful bid to • Eurazeo acquisition by its subsidiary Europcar acquire Stansted Airport and related financing Groupe S.A. of the car rental businesses of National and Alamo Rent a Car in Europe, • VION, a Dutch-based food producer, management Middle East and Africa for an enterprise value of buy-out of its UK pork business €670 million

/ Mergers and Acquisitions 11 Private M&A

• UK Green Investment Bank as part of its sale by • Virgin Group sale of part of its stake in the Government to the Macquarie for a value of Virgin Active approximately £2.3 billion • British Gas acquisition of AlertMet • on the acquisition of E.ON’s UK and gas assets • Remgro and Mediclinic acquisition by Remgro Jersey • Compagnie Financière Richemont on an all-share merger of The Net-A-Porter Group • Diageo sale of Bushmills to Jose Cuervo Overseas Limited to create the YOOX Net-A-Porter Group • Det norske oljeselskap acquisition of Marathon • ITV on its acquisition of Talpa Media .V., Oil Norway from Corporation a fast growing Netherlands based production and distribution company • Standard Life acquisition by its global investment management business of Ignis Asset Management • Rambus on its acquisition of all outstanding shares in Smart Card Software Limited • AngloGold Ashanti (AGA) on its proposed joint venture with Randgold Resources (Randgold) to • Kettle Foods on the acquisition of the remaining redevelop and operate AGA’s Obuasi gold mine 74% stake in Metcalfes skinny Ltd (having also advised Kettle Foods on its initial 26% percent • acquisition of Blue NewCo 1 B.V stake in Metcalfes skinny Ltd) • Colt Group acquisition of KVH • Oddo & Cie on the disposal of the Kleinwort Benson wealth management business in the UK • Direct Line Insurance Group sale of the Group’s and Channel Islands to Société Générale International division, which comprised its Italian and German operations, to Mapfre

12 Mergers and Acquisitions / • Arrow Global acquisition of Capquest • GlaxoSmithKline acquisition of the branded generics business of Bristol Myers Squibb in • OpenGI sale of OpenGI to Monatgu Private Equity Lebanon, Jordan, Syria, Libya and Yemen for US$23.2 million in cash; and acquisition from • Alcoa acquisition of Firth Rixson UCB S.A. of its current marketed product portfolio across certain territories in Africa, • Siemens sale of Siemens entire 50% stake in its the Middle East, Asia Pacific and Latin America, joint venture, Nokia Siemens Networks, to Nokia for a cash consideration of €515 million

• Thomas Cook Group sale of the Thomas Cook • RWE sale of RWE Dea to LetterOne Group Egypt and Thomas Cook Lebanon businesses to Yusuf Bin Ahmed Kanoo • disposal of a 51% controlling stake of its bread business • Cable & Wireless Communications sale of its interest in Monaco Telecom • proposed combination with the cinema operations of Cinema City International • RSA Insurance Group sale of four operations in the Baltics and • GlaxoSmithKline sale of its thrombosis brands and related manufacturing site

/ Mergers and Acquisitions 13 UK listed corporate clients

FTSE 100

3i Group PLC Centrica PLC Marks and Spencer Group PLC Schroders PLC Aviva PLC Diageo PLC Next PLC PLC PLC Direct Line Insurance Group PLC Ocado Group PLC Shire PLC BHP Billiton PLC GlaxoSmithKline PLC Old Mutual PLC PLC British American International Consolidated Prudential PLC Standard Life Tobacco PLC Airlines Group S.A. Reckitt Benckiser Aberdeen PLC Bunzl PLC ITV PLC Group PLC PLC Burberry Group PLC Land Securities Group PLC Rolls-Royce Holdings PLC Group PLC Carnival PLC Legal & General Group PLC RSA Insurance Group PLC Whitbread PLC

FTSE 250

Aggreko PLC PLC JPMorgan America Royal Mail PLC

Aldermore Group PLC Essentra PLC Investment Trust PLC Schroder AsiaPacific Fund PLC

Ascential PLC Group PLC Ladbrokes Coral Group PLC Senior PLC

Ashmore Group PLC FirstGroup PLC PLC PLC Morgan Advanced Materials BBA Aviation PLC Thomas Cook Group PLC Hikma Pharmaceuticals PLC PLC PLC TR Property Investment Trust PLC PLC PLC PLC Holdings PLC Premier Oil PLC Cineworld Group PLC PLC PLC Provident Financial PLC PLC William Hill PLC Intermediate Capital PLC Group PLC PLC Wood Group (John) PLC PLC IWG PLC PLC PLC

FTSE Small Cap/Fledgling

4imprint Group PLC De La Rue PLC Huntsworth PLC Premier Foods PLC

Arrow Global Group PLC Dialight PLC International Personal Restaurant Group (The) PLC Ashmore Global Gocompare.com Group PLC Finance PLC Schroder Income Growth Fund PLC Opportunities Ltd Henderson High Income Lowland Investment Trust PLC Schroder Japan Growth Baring Emerging Europe PLC Company PLC Henderson Opportunities Fund PLC Bloomsbury Publishing PLC McKay Securities PLC Trust PLC Schroder UK Growth Costain Group PLC PLC Henderson Smaller Companies Fund PLC PLC Investment Trust PLC Mothercare PLC Stock Spirits Group PLC

Other Main Market clients (Premium, Standard and GDR Main Market and Specialist Fund Segment) Atlas Mara Ltd Honeycomb Investment Kosmos Energy Ltd South32 Ltd Genel Energy PLC Trust PLC Non-Standard Finance PLC Vitec Group Glenveagh Properties PLC JPMorgan Elect PLC Ocean Wilsons Holdings Ltd (The) PLC

14 Mergers and Acquisitions /

© Slaughter and May 2018 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.

July 2018

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