Post-bailout, M&A activity in Ireland has been dominated by the Irish banks, which were directed to dispose of non-core assets as part of the conditions of the country's EU and IMF loan. "As part of the terms of the EU IMF bailout Irish banks were told they had to strip down their group structures back to effectively being high street banks," explains one lawyer.
A succession of multibillion deals has ensued and occupied several of the country's law firms for the first half of 2011. Some of the standout deals include: Irish Life & Permanent's acquisition of Irish Nationwide Building Society's €3.6 billion loan deposits in March 2011; Allied Irish's (AIB) €9 billion acquisition of the deposit book of Anglo Irish Bank in February 2011; and Bank of Ireland on it's disposal programme, which has seen it sell Bank of Ireland Asset Management (BIAM) for €57 million and its custody and administration business, Bank of Ireland Securities Services (BoISS), for €60 million in January and June 2011, respectively.
With banks in difficulty there has been a dearth in finance for leveraging acquisitions: "M&A activity is down unequivocally. Certainly the lack of acquisition finance in the domestic market is impacting on the ability of people to do deals," says one. Another partner concurs highlighting that this has encumbered any private equity activity: "There is a continued absence of private equity in Ireland. The majority of buyers were trade or strategic from international buyers with strong balance sheets."
Large multinationals with liquidity and no need for bank debt have, however, been taking advantage of low valuations. "Most of the transactions we've seen have been internationally driven and we would of seen more trade to trade than we would have for a number of years. On the basis, presumably: that there's more value in the market; leverage isn't available; and, trade buyers see more opportunity," explains one lawyer. Ireland's export driven sector is one area that has remained resilient in the crisis and is prospering. Invariably, this has attracted in the interest of foreign conglomerates with activity in these type of industries spread across a range of sectors: "Energy, natural resources, technology, pharma are buoyant," says one M&A lawyer.
Going forward there remains plethora of potential sales to be derived from the troubled banks, many of which are holding out for improved valuations: "We would expect to see in to the future a continued disposal programme with the banks. There are some assets that they want to sell but they'd rather not sell right now. An example is New Ireland for Bank of Ireland where there's some valuable assets but it's a bit of a distressed market so they would rather sell in more orderly fashion," says one lawyer.
A future driver of the Irish M&A market is widely expected to be the semi state sector. Lawyers anticipate that like Greece and the other troubled economies, Ireland will be asked to dispose of semi state assets. As one corporate practise head observes: "We're keeping a close eye on the semi state sector whereby there is a lot of impetus to realise some value out of state owned assets. Not a lot has happened this year but over the next year or so we expect to see a lot of activity in consolidating. That goes from everything from the energy sector, to forestry and peat."
A&L Goodbody
A&L Goodbody's corporate group underwent a reshuffle in May 2010: David Widger, was appointed Head of Corporate, in lieu of his predecessor Paul White's ascension to chairman of the firm; one of the firm's leading M&A lawyers, Julian Yarr, was promoted to managing partner; and associate Alan Johnston made partner.With its rank uncontested, a wealth of favourable references from clients and a role in all the country's headline M&A deals, A&L Goodbody retains its ranking....
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A&L Goodbody's corporate group underwent a reshuffle in May 2010: David Widger, was appointed Head of Corporate, in lieu of his predecessor Paul White's ascension to chairman of the firm; one of the firm's leading M&A lawyers, Julian Yarr, was promoted to managing partner; and associate Alan Johnston made partner.
With its rank uncontested, a wealth of favourable references from clients and a role in all the country's headline M&A deals, A&L Goodbody retains its ranking.
It is perhaps the sheer number of experienced and effective lawyers at the firm's disposal that appeals to clients the most: "Not only do they have experience but they have a team of people which they can bring in as well so if you need brawn as well as brain they are a good firm to have on a deal," says one.
Widger, Yarr and Eithne Fitzgerald all draw praise from clients. Of Yarr and Fitzgerald, one client explains how the two partners provide different elements essential to closing transactions, saying: "Both of them bring a huge amount of experience, there's very little that they haven't seen over the time. Both are very focussed on the legal issues, Eithne more so, Julian is more of a deal maker. Eithne is too but she's very, very strong technically."
The firm's head of the corporate joins the firm's leading lawyer list after several recommendations from clients and peers "He's young, in his 40s and an excellent lawyer," says one competitor. Clients value Widger for his pragmatism: "I think that David in particular is very good at cutting through the legal issues to the commercial elements. I think he gets a very good balance between ensuring the legalities are correct but also making sure you get a deal done," says one.
Several partners were quick to note that the firm has been involved in large proportion of the work generated by the crisis in the financial services sector and that it placed them ahead of most of the pack: "We think what's happening in the banking sector has determined the pecking order in the corporate firms for the next couple of years and we would see A&L Goodbody as one of the main beneficiaries of that," remarks one lawyer.
There are a number of deals that illustrate the firm's involvement in the restructuring of the banking community in Ireland and it's expertise within the M&A arena. Allied Irish Bank's (AIB) €9 billion acquisition of the deposit book of Anglo Irish Bank in the UK and Ireland and the shares of its Isle of Man based company, Anglo Irish Bank International, is one. Fitzgerald and Widger closed the deal for AIB in February 2011 pursuant to the the Credit Institutions (Stabilisation) Act 2010.
Another crisis driven purchase completed with the firm's advice saw White act for Irish Life & Permanent on the acquisition of the €3.6 billion deposits of Irish Nationwide Building Society in March 2011.
On the sell side of the financial sector, head of M&A John Given has been active for Bank of Ireland on its disposal programme. He and Cian McCourt advised the bank on the sale of Bank of Ireland Asset Management (BIAM) to State Street for €57 million in January 2011. The deal provided a welcome contribution to the bank's core Tier 1 capital.
In a deal signed for €1, which reflected the State's majority ownership of both institutions, partner Peter Murray also advised EBS Building Society on its merger with AIB which closed in July 2011. It was the first occasion a conversion acquisition scheme under Part XI of the Building Societies Act has been undertaken and so involved many complex legal issues without precedent.
A testament to the depth of talent the practice offers has seen it involved in straight M&A deals while undertaking this vast amount of distressed work. Given and McCourt paired up again to advise long standing client Elan Drug Technologies on its €670 million merger with Alkermes a listed US based drug manufacturer. The two companies will be combined under a new holding company incorporated in Ireland named Alkermes.
On the private equity side, Sheena Doggett advised Permira Private Equity Funds on its acquisition and financing of the Creganna Tactx Medical group, which closed in November 2010 for an undisclosed amount.
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Leading lawyers
Eithne FitzGerald
John Given
David Widger
Julian Yarr
Arthur Cox
Arthur Cox retains its place in the top tier alongside A&L Goodbody as peers and clients struggle to separate the two firms in terms of quality and experience. "Very good....
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Arthur Cox retains its place in the top tier alongside A&L Goodbody as peers and clients struggle to separate the two firms in terms of quality and experience. "Very good. They are quite different in style and approach to A&L Goodbody but they are both excellent firms, it just comes down to the personalities you want on the deal [when deciding which firm to use]," explains one client, adding: "I enjoy working with them, they are always pleasant people to deal with and highly experienced."
The firm, as one of the preferred advisers to the government, has secured mandates in regard to the stabilising of the banks. "Arthur Cox are doing very well state side on the financial crisis work," says one peer. One of these deals saw managing partner Pádraig Ó Ríordáin and McLaughlin advise Nama (National Asset Management Agency) on the transfer of €15.8 billion of deposits and assets from Irish Nationwide Building Society to Irish Life & Permanent and from Anglo Irish Bank to Allied Irish in a deal which closed in February 2011.
But distressed mandates have not completely occupied the firm's corporate department in that last 12 months and it has advised on some interesting public deals. Brian O'Gorman led a team advising Irish food company the Greencore Group, on the local law of its merger with Northern Foods and the formation of Essenta Foods. This was the first time that the European cross-border mergers regime was used in a public takeover in Ireland or the UK.
Managing partner of the firm Ó Ríordáin is a director of Paddy Power and the firm count the betting agents among its long-standing clients. Maura McLaughlin advised Paddy Power on the acquisition of the remaining shares in Sportsbet, the listed Australia online bookmaker, for an initial €100.9 million, with possible additional consideration of €49.5 million. Paddy Power already owns the remaining 49%.
Another notable deal saw Partners Ciarán Bolger and Conor O'Dwyer advise CapVest on its merger with Origin Enterprises to establish Valeo Foods Group, in which CapVest retained a majority shareholding, in November 2010.
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Leading lawyers
Ciarán Bolger
Colm Duggan
Brian O'Gorman
William Fry
Peers suggest the firm has lost ground on its nearest rivals in the last 12 months as the practice traditionally represents corporates and not the banks; the ones currently offering the mandates. "In the context of the crisis we're in now they're are not starkly as involved in this sector and they don't have the tight relationships so I'd say they are suffering as a large amount of deal activity is focussed there and there's not a lot outside of that," says one M&A lawyer....
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Peers suggest the firm has lost ground on its nearest rivals in the last 12 months as the practice traditionally represents corporates and not the banks; the ones currently offering the mandates. "In the context of the crisis we're in now they're are not starkly as involved in this sector and they don't have the tight relationships so I'd say they are suffering as a large amount of deal activity is focussed there and there's not a lot outside of that," says one M&A lawyer.
These are certainly challenging times for M&A lawyers in Ireland but the practice has continued to act on significant transactions and secures it ranking. The reduction in the firm's presence on the market is in line with the country in general rather than a reflection on its service but it will be interesting to see how the team fares going forward.
The practice is still praised by peers: "They get on some material deals and they do have some very good lawyers in there," explains one.
A standout deal for the firm and the largest corporate public sector acquisition in 2010 was ESB's, the Irish Government-owned electricity board, €1.2 billion acquisition of Northern Ireland Electricity (NIE), the transmission and distribution business of the Viridian Group. Partners Bryan Bourke, Fergus Devine and Cormac Little finalised the deal for ESB in December 2010.
In another deal valued in excess of €1 billion, partners Barry Conway and David Fitzgibbon advised Ardagh Glass on the €1.7 billion acquisition of Impress Cooperatieve in September 2010.
Involved in a number of firsts recently, the firm advised on earliest public takeover of 2011 in Ireland. Garrett led the team advising the Norkom Group on its €180m acquisition by BAE Systems in February 2011. Elsewhere, partners Bourke and Fitzgibbon were active for Northern Foods on its €484 million cross-border merger with Greencore Foods which was structured as a cross-border merger and without precedent in Ireland.
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Leading lawyers
Myra Garrett
Matheson Ormsby Prentice
Matheson Ormsby Prentice's corporate department is divided into three groups: corporate finance; international business; and financial institutions and the partners within them are split between the firm's Dublin, London and New York offices.Some say the firm has lacked visibility recently, particularly on the banking deals, but the more discerning lawyers realise this is because it has been active on the international side of transactions or those that are less publicised....
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Matheson Ormsby Prentice's corporate department is divided into three groups: corporate finance; international business; and financial institutions and the partners within them are split between the firm's Dublin, London and New York offices.
Some say the firm has lacked visibility recently, particularly on the banking deals, but the more discerning lawyers realise this is because it has been active on the international side of transactions or those that are less publicised.
In this regard, partner Tim Scanlon led the representation for SSgA, the US based investment advisory service which is a subsidiary of State Street Corporation, on the significant €57 million cross-border acquisition of Bank of Ireland Asset Management (BIAM), which closed in January 2011.
On the domestic front the firm advised Fexco, an Irish global payment services provider which acquired Goodbody Stockbrokers for €24 million from Allied Irish Bank as part of its disposal programme.
Elsewhere on the buy side, leading partner Patrick Spicer, who is widely respected by peers, was active for a foreign client advising Gruppo Campari, the Italian beverage company, on its purchase of Irish Mist, Carolans, and Frangelico. William Grant, the UK distiller, agreed to sell its brands for €129 million in September 2010.
In the technology sector the firm acted for Cerasus II as it acquired the Trintech Group, which provides software for financial institutions, for $90.43 million. George Brady and Fergus Bolster closed the deal for the US based company in December 2010.
Clients value the M&A team for being responsive and corporate minded: "They're terrific. They are quick to respond, efficient, they are very business orientated so they give you a good bit of legal advice but they also understand the business concerns so they are able to not just go by the letter of the law but also understand what we are trying to achieve," says one.
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Leading lawyers
Tim Scanlon
Patrick Spicer
McCann FitzGerald
Deliberation over where McCann FitzGerald should rank divides opinion. That the firm offers the highest quality advice is undisputed....
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Deliberation over where McCann FitzGerald should rank divides opinion. That the firm offers the highest quality advice is undisputed. "I think tier two is harsh on them there are some very good lawyers in there," remarks one peer.
Similarly, the firm elicits praise from clients who agree the firm has the talent to deal with the most significant mandates: "They have a much smaller team [than A&L Goodbody] but the lawyers there are very focussed. They have a very collegiate style. I have a very high regard and highly recommend them as a law firm," says one client. In regard to pricing clients look on the firm more favourably than those above it, although there is not too much between the final bill, one says: "McCann's would take a more pragmatic approach to pricing."
The firm had a strong year in which it completed a diverse portfolio of distressed and new work.
"McCanns are doing well in the financial services sector," explains one lawyer in reference to the firm's recent mandates on behalf of several troubled Irish banks. Allied Irish Bank instructed the firm on two transactions, which formed part of the bank's recapitalisation programme. Barry Devereux, Aidan Lawlor and Julian Conlon advised on both deals, firstly representing the bank on the sale of its shareholding in M&T Bank Corporation, a US listed commercial banking business, which closed for $2 billion in November 2010. More recently, in December, the trio negotiated for the bank on the government's €3.8 billion injection of capital under the Credit Institutions (Stabilisation) Act 2010. It was the first use of this new legislation, which had been enacted just two days prior to the transaction closing.
In a public deal, the firm advised Aercap on a sale of 20% shares to Waha Capital. Hilary Marren and M&A head David Lydon closed the deal, which amounted to 29.8 million shares in exchange for $105 million in cash, Waha's 50% interest in AerVenture and the transfer of a 40% interest in Waha's 16-aircraft portfolio, in October 2010.
In a public mandate partner David Byers advised BAE Systems, a global defence and security company, on its acquisition of Aim and ESM-listed Norkom Group for €217 million and was effected by a takeover offer under the Irish Takeover Rules.
Head of Corporate, Devereux, is singled out consistently by peers who enjoy working on the opposite team to him, while clients prefer to have him on their side. "He's very easy to get on with. He understands clients and he is just a very, very strong lawyer," says one client.
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Leading lawyers
Barry Devereux
Ben Gaffikin
Eversheds
Eversheds leverages off its international offices and has consolidated its ranking after completing some significant cross border mandates in the last 12 months.
Department head David O'Beirne was acting for the listed Kibo Mining, a mineral exploration company operating gold and nickel projects in Tanzania, on its acquisition of Morogoro Gold, a Cypriot company with interests in the same country, by way of share exchange....
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Eversheds leverages off its international offices and has consolidated its ranking after completing some significant cross border mandates in the last 12 months.
Department head David O'Beirne was acting for the listed Kibo Mining, a mineral exploration company operating gold and nickel projects in Tanzania, on its acquisition of Morogoro Gold, a Cypriot company with interests in the same country, by way of share exchange.
A deal completed with the firm's international offices saw Abigail St. John Kennedy and Stephen D'Ardis act for Swedish insurer SEB Trygg Liv on the acquisition of Irish Life International Limited, an insurance business selling products throughout Europe, for €54 million.
The technology sector saw Tony McGovern and Darran Nangle represent Unity Technologies I.T on the acquisition of the business and assets of Calyx Ireland out of insolvency in December 2010.
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Mason Hayes & Curran
Mason Hayes & Curran benefits from a strong corporate team that gives it a decent market share. Its credentials are not missed by competitors who see it by far as the leader amongst the tier the three firms....
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Mason Hayes & Curran benefits from a strong corporate team that gives it a decent market share. Its credentials are not missed by competitors who see it by far as the leader amongst the tier the three firms. "There's an argument that you'd have Mason Hayes in tier three on its own. Really there are two lawyers in Mason Hayes & Curran, certainly in the public takeover sphere, Justin Mckenna and Paul Egan who would be good very capable lawyers and a cut above anything that Eversheds or indeed LK Shields would have to offer," opines one lawyer.
Although the firm is not yet threatening the members of the second tier it has secured some reputable mandates. In one pharmaceutical deal, department head David O'Donnell and partner Liam Brazil advised drug manufacturer Mylan on its successful acquisition of the Irish based pharmaceutical company Bioniche Pharma Holdings in July 2010 for $550 million.
Later that month the firm advised LaCrosse Global Fund Services on the Irish aspects of its acquisition of Bank of America Merrill Lynch's alternative fund administration business.
Another international deal where the firm provided the local advice saw partner Liam Brazil act for Vedanta Resources, which was acquired zinc mining interests in Ireland from Anglo American for $1.34 billion in in February 2011.
Most recently, Martin Kelleher led a team representing Liberty Mutual on its acquisition of the general Irish insurance business of Quinn Insurance. It closed for an undisclosed amount in April 2011.
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Eugene F Collins
Eugene F Collins performed a hiring coup in June 2010, poaching partner John Olden from fellow tier four firm LK Shields. But the firm already has some valued lawyers....
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Eugene F Collins performed a hiring coup in June 2010, poaching partner John Olden from fellow tier four firm LK Shields. But the firm already has some valued lawyers.
Deborah Kelly is singled out by several clients and commended for her ability and dedication: "Very good. She did a great job," says one. Another client says: "I worked with Deborah for close to ten years. I've always found her to be knowledgeable, very perceptive and great at identifying legal issues. Her technical ability is very strong. Her drafting is good [and] her analysis is very good."
Gerald Caul also draws praise from clients: "He's very diligent, very professional [and] very honest in the protection of his client," says one who did, however, have issues over the firm's level of responsiveness. "Sometimes you have to chase, which frustrates me. I'll always get someone who'll respond to me but I'll use whatever door is necessary if I don't get a response from the individual I'll go higher," says the client.
Kelly acted as Irish counsel to Canadian coffee shop chain Tim Hortons on the sale of its 50% shareholding in joint venture company CillRyan's Bakery Limited to the other shareholder Prophy, a subsidiary company of Aryzta, for $475 million in October 2010.
In another significant transaction, which closed in November 2010, partners Nicola McGrath and Laura MacDermott led a team to represent Schiff Hardin on the sale of Creganna-Tactx Medical Group to funds owned by Permira.
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Other notable - Dillon Eustace
Competitors dispute whether funds specialists Dillon Eustace is active on M&A deals. While not usually involved in the significant transactions in May 2010 practice head Lorcan Teirnan did advise Suntory holdings on its €300 million acquisition of the spirits business of Irish drink producer C&C....
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Competitors dispute whether funds specialists Dillon Eustace is active on M&A deals. While not usually involved in the significant transactions in May 2010 practice head Lorcan Teirnan did advise Suntory holdings on its €300 million acquisition of the spirits business of Irish drink producer C&C.
More recently David Lawless advised network supplier TPG on the Irish aspects of the purchase of Ashland's global distribution business $930 million.
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Other notable - Maples and Calder
Maples and Calder’s corporate group is headed by Edward Miller who has been active across all the firm’s notable transactions. With Nollaig Murphy, Miller led a team acting for Avolon Aerospace, an aircraft leasing platform, on its $1....
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Maples and Calder’s corporate group is headed by Edward Miller who has been active across all the firm’s notable transactions. With Nollaig Murphy, Miller led a team acting for Avolon Aerospace, an aircraft leasing platform, on its $1.4 billion capital raising. The deal included a $750 million investment from private equity sponsors Cinven, CVC and Oak Hill Capital.
Miller was also at the helm in a deal advising Cerasus II, an acquisition vehicle of Spectrum Equity Investors, on its take private of the Nasdaq-listed Trintech Group. The $129.4 million deal, which closed in December 2010, was only one of two such transactions involving Irish listed companies in 2010.
A further matter saw the practice head team up with partners Colm Rafferty and Murphy to act for Better Capital on the buy-out of the senior secured debt of the Calyx Group and the acquisition of Calyx Group’s software business from its administrators in September 2010.
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