After 2010, which is described as "a bit of a dead duck" by one practitioner, the small improvement in M&A has been a cause for much optimism. "There is a definite pick-up in activity, 2011 kicked off well and I think it will be a reasonably good year," says a partner.
The reasons for this modest uptick appear to be multitudinous. "It is a combination of people being more confident and finance opening up," says one. Another adds: "Banks are starting to get involved now," while a third partner says that "it also helps that commodity prices are high at the moment"; with commodities being a key issue for the mineral-rich country.
A big factor is the diversification of investors, with players from outside the traditional hubs of the US and Europe looking to get involved. Since South Africa added an 's' to the Bric (Brazil, Russia, India, China) collection of countries in December 2010 other markets have become more open to the country. "The Brics thing is significant as it keeps us in the mix. There has been a lot more involvement from China. They look at mining and resources and infrastructure mainly. There are talks with Brazil, but nothing solid at the moment," says a partner.
"Five years ago I would get deals and nine out of ten of them would have been UK and US. That's all changed now," says a corporate partner and another agrees: "A big trend in the market is the rise of Chinese interest. Certainly the number of deals crossing my desk with a Chinese interest is significantly higher."
Other Bric countries are not quite as engaged however: "The interest hasn't come too much from Brazil, but India are involved here, more in the buying and selling sense than the resources," observes a partner.
There is another potential driver of work, says one partner: "The economy has now come out of its recessionary phase and some company's share prices could potentially make them subject to unsolicited moves." With companies vulnerable in this way there could potentially be a rise in the number of hostile deals over the next 12 months.
The new Companies Act will also have a heavy effect on corporate work. "It is reinventing the wheel from an M&A point of view. There will be different requirements to take into account," says one lawyer, while a peer adds: "It is fascinating and interesting. For example, it introduces new concepts and new techniques, like the new statutory merger. Appraisal rights too are a new concept, familiar to American lawyers."
There is also a new Scheme of Arrangement coming in and, despite some reservations from partners wondering how long it is going to take to get the legislation workable on a practical basis, those in the market are generally keen.
Bowman Gilfillan
With a reputation for capturing some of the biggest ticket deals in the market, Bowman Gilfillan once more retains its tier one position this year. "All those listed as leading lawyers under Bowman Gillifan are all extremely good," says one peer....
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With a reputation for capturing some of the biggest ticket deals in the market, Bowman Gilfillan once more retains its tier one position this year. "All those listed as leading lawyers under Bowman Gillifan are all extremely good," says one peer. "If I was putting together a ranking Bowman would be in my tier one," comments another partner.
The firm has not stood still either, and has built on the team with a number of eye-catching partner hires, including Thato Seroto, from Deneys Reitz [Norton Rose] in August 2010, Heather Duffey, from its London office in December and Deon de Klerk, from ENS Cape Town, who joined in February 2011.
In December 2010 a team led by Ezra Davids advised Simon Property Group in connection with its offer to acquire Capital Shopping Centres Group for $4.3 billion. Already an existing shareholder in Capital Shopping Centres, the largest shopping centre owner in the UK, this deal gave it full ownership.
One deal that exemplifies the increasing interest of Far Eastern investors in the market saw Ezra Davids, leading a team advising Kansai Paint, a Japanese paint manufacturer, on its initial $287 million acquisition of a 27% stake in Freeworld Coatings. This was followed up by a hostile takeover bid for the remaining shares. The deal is currently still with the South African Competition Authorities. Another big deal in 2011 saw Carl Stein and Rob Cohen advise on the $2.3 billion reverse takeover of Gold Reef Resorts by Tsogo Investment. The team actually acted for SABSA Holdings, a shareholder in Tsogo, with the completion of the deal leading to a new company being listed on the JSE.
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Leading lawyers
Ezra Davids
Jonathan Schlosberg
Charles Valkin
Edward Nathan Sonnenbergs (ENS)
The corporate team at ENS has experienced a lot of comings and goings this year, with a large number of associates and partners both leaving and joining. This includes the hires of Philip Geromont in August 2010 and Otsile Matlou in January 2011 as directors to help address the departures of other partners such as Carla Raffinetti, Nonkulenko Mabandla, Peter Tshisevhe, Robert Appelbaum, Matozdi Ratshimbilani, Safiyya Patel and Dhiren Ganasen, who have all left since December 2010....
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The corporate team at ENS has experienced a lot of comings and goings this year, with a large number of associates and partners both leaving and joining. This includes the hires of Philip Geromont in August 2010 and Otsile Matlou in January 2011 as directors to help address the departures of other partners such as Carla Raffinetti, Nonkulenko Mabandla, Peter Tshisevhe, Robert Appelbaum, Matozdi Ratshimbilani, Safiyya Patel and Dhiren Ganasen, who have all left since December 2010. Overall though the net change appears to be fairly minimal and peers are quick to note that the firm remains a top tier proposition in M&A.
"At ENS, [Michael] Katz speaks for himself and the rest are fantastic practitioners," comments one rival on the team.
The team is led from two offices, Doron Joffe being the head in Johannesburg and leading lawyer Koos Pretorius fronting the team in Cape Town. Some partners have remarked that leading lawyer Michael Katz has taken a step back and taken on more managerial duties but the deal list for the team shows him heavily involved, including on one of the biggest deals of the year for ENS.
On this mandate he led a team that advised Sasol as it acquired a significant interest in a Canadian company. A transaction complicated by compliance rules for the Johannesburg Stock Exchange, it finally completed in December 2010 for a value of around $7 billion.
The firm was very busy throughout 2010, with a team advising Metropolitan Holdings on an acquisition of 100% of the shares in the Momentum Group. This deal completed for the sizeable amount of $4.6 billion.
A team led by leading lawyer Stephen Lewis and Matthew Morrison was also active on one of the most high profile deals of the year, advising Massmart on Walmart's acquisition of 51 out of 100 shares in the former, giving it a majority stake. This deal, which also closed in 2010, represented a value of $2.3 billion.
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Leading lawyers
Michael Katz
Stephen Lewis
Koos Pretorius
Webber Wentzel
"If I had to recommend work on to another firm it would be to Webber Wentzel, definitely. We consider them our top competitor," says one peer....
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"If I had to recommend work on to another firm it would be to Webber Wentzel, definitely. We consider them our top competitor," says one peer. It is a firm that has a particular cross-border ability through its burgeoning Africa practice, and maintains its tier one position with ease this year.
Like many of its competitors, Webber Wentzel has moved to augment its team with four new hires: Marita Van Der Walt, Sarah Adcock, Robert Appelbaum and Safiya Patel were all taken on as partners in 2010/2011.
Undoubtedly the standout deal for the team is its ongoing work for Wal-Mart on its high profile and politically resonant offer to acquire a majority stake in Massmart Holdings, an entity listed on the JSE, for $4.4 billion. Christo Els was heading a large and experienced team on the ongoing deal. Another big transaction for the team was representing Nippon Telegraph and Telephone Corporation, the largest telecommunications provider in Asia, on its $3.4 billion acquisition of the entirety of Dimension Data Holdings' issued share capital. One other extremely interesting mandate for the firm is advising Kagiso Trust Investments on its proposed merger with Tiso. The deal is a landmark BEE (Black Economic Empowerment) transaction as it will merge the largest, most visible and most successful Black financial institution into a new unit which will be owned by the shareholders of the two erstwhile companies.
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Leading lawyers
Haydn Davies
Christo Els
Johannes Gouws
Colin du Toit
Werksmans Attorneys
A firm that is traditionally very active in the M&A market, Werksmans again posts a busy year studded with high value deals. Led by Gareth Driver, the team boasts a number of well-respected partners, including Kevin Trudgeon, Morne Van Der Merwe and Shaun Teichner, the latter coming in for specific praise from a peer: "At Werksmans I have to say I rate Shaun Teichner a lot....
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A firm that is traditionally very active in the M&A market, Werksmans again posts a busy year studded with high value deals. Led by Gareth Driver, the team boasts a number of well-respected partners, including Kevin Trudgeon, Morne Van Der Merwe and Shaun Teichner, the latter coming in for specific praise from a peer: "At Werksmans I have to say I rate Shaun Teichner a lot." (Following publication, Van Der Merwe left the firm in November 2011.)
The firm's deal flow reflects a focus on mineral and metal deals this year. Van Der Merwe led on one of these deals, advising steel giant ArcelorMittal South Africa as Lexshell 771 Investments and BEE (Black Economic Empowerment) consortium Lexshell 769 Investments acquired 26% of its issued share capital for $1.3 billion. One of the most high profile mining transactions this year, the deal is still awaiting closing.
A similar, though smaller, mining deal came with Gareth Driver and Shaun Teichner teaming up to advise the highly visible Glencore as it looked to acquire a $300 million stake in Umcebo Mining. The deal was complicated as it involved four counterparties, the existing shareholders, the existing BEE shareholder, another shareholder who was to invest alongside Glencore and a lender to Umcebo itself. Umcebo was in distress when the deal began after its lender Investec called in its debt, so this deal sees the company given a cash injection and Glencore extending its coal assets in South Africa.
Teichner led a team that advised Jinchuan Group and the China-Africa Development Fund on its acquisition of a 46% stake in Wesizwe Platinum for $227 million. Although a less sizeable deal than others in the market it does show how Asian investors are looking to South Africa.
Werksmans also promoted four people to director status in the corporate and M&A team over the past 12 months: Irma-Dalene Gouws, Nozipho Bhengu, Shirley Fodor and Stephan Lochner.
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Leading lawyers
Gareth Driver
Shaun Teichner
Kevin Trudgeon
DLA Cliffe Dekker Hofmeyr
One of the biggest M&A teams in South Africa, Cliffe Dekker has a solid, and solitary, tier two position, with opinion divided as to whether it can make the jump to tier one."The first thing to jump out from the rankings is Cliffe Dekker....
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One of the biggest M&A teams in South Africa, Cliffe Dekker has a solid, and solitary, tier two position, with opinion divided as to whether it can make the jump to tier one.
"The first thing to jump out from the rankings is Cliffe Dekker. I think it could be tier one. They are quite dependent on Ian Hayes but they have featured on some good deals," says one peer, referencing the head of department Ian Hayes, a respected figure in the market.
There is the other side of the argument however, as one partner comments: "DLA are good and do a lot of transactions but they are smaller, it's not the big ticket work. They are OK in tier two."
Either way, the team has been active on some interesting deals this year. A good representative mandate involved Chris Ewing working alongside CEO Brent Williams to advise Lonplats and Incwala Resources on the $357 million acquisition by Shanduka of a 9% indirect interest in Lonplats. This was achieved through the direct and indirect acquisition of 50.03% of Incwala Resources.
Ewing had actually re-joined the practice from the position of CEO to return to a more hands-on practice and is currently chairman. His return was augmented by the hire of William Midgley as partner, who joined in January 2011.
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Leading lawyers
Chris Ewing
Ian Hayes
Willem Jacobs
Norton Rose
Feedback indicates that Norton Rose, formerly Deneys Reitz, is not as much of a big player in the M&A market, with its expertise lying more in finance. This is something the merger has not changed, with the market reporting that while the practice is a respectable one, the firm as a whole is not so dominant in the corporate arena....
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Feedback indicates that Norton Rose, formerly Deneys Reitz, is not as much of a big player in the M&A market, with its expertise lying more in finance. This is something the merger has not changed, with the market reporting that while the practice is a respectable one, the firm as a whole is not so dominant in the corporate arena.
"I think it is right to treat Deneys Reitz [Norton Rose] as a boutique in some ways in M&A. There is one guy there, Kevin Cron, and he is very good," comments a peer.
The deal flow of the firm is solid however, with a set of good deals. The standout involves Kevin Cron leading a team to advise Capital Property Fund on a scheme of arrangement as it purchased linked units, as in shares linked to debentures, from Pangbourne Properties for $1.3 billion, which received court approval in February 2011.
The firm also made use of its Africa Legal practice, with Steven Gamble advising Essar Africa on its $750 million acquisition and investment into a major metals project to be instituted alongside the Government of Zimbabwe. The deal marks the first Indian investment into Zimbabwe, with the first stage of the deal completing in March 2011.
Prior to the merger in April 2011 there was a glut of recruitment and restructuring done in the corporate team, with Steven Kennedy-Good promoted from associate to partner, Brian Wimpey hired from DM Kirsch Attorneys and Bradley Scop and Glenn Stein both being hired from rivals Eversheds as partners.
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Leading lawyers
Kevin Cron
Bell Dewar
It has been noted by some partners that Bell Dewar is a firm that does not figure too much in M&A, but its deal flow does reflect steady activity and some interesting deals in 2011.The firm is noted for its resources expertise in this area and this is borne out, with a team led by director Nicola Jackson advising ArcelorMittal SA, on its first acquisition of a mining asset, Coza Mining, which owns a prospecting right for iron ore, in May 2011....
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It has been noted by some partners that Bell Dewar is a firm that does not figure too much in M&A, but its deal flow does reflect steady activity and some interesting deals in 2011.
The firm is noted for its resources expertise in this area and this is borne out, with a team led by director Nicola Jackson advising ArcelorMittal SA, on its first acquisition of a mining asset, Coza Mining, which owns a prospecting right for iron ore, in May 2011.
Another deal entailed the team working with Bakwena Ba-Mogopa Traditional Community, a company that is in a venture with Xstrata South Africa in which the pair share earnings and pool operations. The Community acquired a 26% interest in the Rhovan Vanadium mine in the North West Province in April 2011.
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Eversheds
Eversheds had to mount a battle in court to keep its name, a branding move that impressed one peer: "Keeping the Eversheds name is a good thing, a commercial reality." Despite some partners remarking that the firm's numbers are "not all that great," the team, under the experienced Warren Drue, has been fairly active over the past year, with one standout mandate in the mining sector....
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Eversheds had to mount a battle in court to keep its name, a branding move that impressed one peer: "Keeping the Eversheds name is a good thing, a commercial reality." Despite some partners remarking that the firm's numbers are "not all that great," the team, under the experienced Warren Drue, has been fairly active over the past year, with one standout mandate in the mining sector.
Drue was part of a team led by Danielle Magidson that advised Keaton Energy Holdings on an acquisition of a 74% equity stake in Leeuw Mining and Exploration (LME) for $12 million in addition to a $7 million acquisition for preference shares of LME from Anglo Opertation. Taking just under two years to fully complete, the whole transaction closed in December 2010.
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Leading lawyers
Warren Drue
Glyn Marais in association with SNR Denton
Glyn Marais in association with SNR Denton maintains a reliable and busy commercial M&A practice, headed up by Francois Marais and Willem de Villiers. Both partners were engaged on a number of midmarket deals across the past 12 months....
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Glyn Marais in association with SNR Denton maintains a reliable and busy commercial M&A practice, headed up by Francois Marais and Willem de Villiers. Both partners were engaged on a number of midmarket deals across the past 12 months.
The team does turn over a high volume of deals, but the highlight of the past year was undoubtedly when a team led by partner Roux van der Merwe advised Growthpoint Properties on its $1.3 billion joint acquisition in January 2011 of the V&A Waterfront, the company that owns and operates the scenic and prestigious piece of real estate in Cape Town.
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Leading lawyers
Francois Marais
Willem de Villiers