February 2015 was a month of frenetic M&A activity in the United States and Canada. The month was particularly notable for the sheer number of pharma- and biotech-related companies and assets involved in M&A transactions. In one of the biggest deals, Ropes & Gray advised Pfizer on an agreement to acquire medicinal and biotech company Hospira, for roughly $17 billion. Parties expect the deal to close in the latter half of this year.
In another transformative deal in the biotech sector, Kirkland & Ellis advised Bristol-Myers Squibb in its $1.25 billion acquisition of Flexus Biosciences, a company dedicated to therapeutics that fight cancer. Kirkland also advised Tronox Limited in an agreement to acquire FMC Corporation for $1.64 billion.
In yet another pharma- and biotech-oriented deal, Skadden Arps Slate Meagher & Flom represented Valeant Pharmaceuticals on its $14.5 billion purchase of Salix Pharmaceuticals.
In a different sector, Skadden took the lead as adviser to New Residential Investment Corp. in $1.3 billion acquisition of Home Loan Servicing Solution. Another major Skadden deal saw Ball Corporation announce an offer to acquire Rexam for $8.4 billion, including the assumption of net debt.
Meanwhile, Shearman & Sterling led the charge on another of the month’s biggest cross-border M&A deals, acting as counsel to Mizuho Bank on the $3.2 billion acquisition of Royal Bank of Scotland Group’s $36.5 billion US loan portfolio.
Willkie Farr & Gallagher advised Hudson’s Bay Company in an agreement to form a $1.8 billion joint venture with Simon Property Group.
Simpson Thacher & Bartlett advised Office Depot on its proposed sale to Staples in a cash-and-stock transaction valued at $6.3 billion, with Blake Cassels & Graydon acting as Canadian counsel to Office Depot.
At the end of January, Cravath Swaine & Moore acted as counsel to Rock-Tenn Company and MeadWestvaco Corporation in a $16 billion combination.
Beyond the M&A realm, Davis Polk & Wardwell was once again by far one of the most active and visible firms throughout February. A few highlights of the firm’s work include representing Sumitomo Mitsui Banking Corporation in a $1.25 billion reopening of a senior debt takedown offering from January, advising JPMorgan Securities as dealer manager in a $450 million cash tender offer by Delhaize Group, and providing counsel to Mercer, a Marsh & McLennan subsidiary, in the expansion of a contract with Benefitfocus, among many other deals. On the capital markets side, February’s highlights included Davis Polk’s advising JPMorgan Securities and Wells Fargo Securities as representatives of the underwriters in Kemper Corporation’s $250 million senior notes offering, and providing counsel to Lockheed Martin Corporation in a $2.25 billion notes offering.
Also active in the capital markets was Cooley, which advised the underwriters in the IPO of Nexvet Biopharma, a clinical-stage biopharmaceutical firm. Joint lead book-running managers were BofA Merrill Lynch and Cowen and Company, while Piper Jaffray and JMP Securities acted as co-managers.
Canada did not miss out on the capital markets activity, as Cassels Brock advised Yamana Gold in its approximately $300 million equity offering, made through a syndicate of underwriters including Canaccord Genuity, National Bank Financial, CIBC World Markets, RBC Dominion Securities, Scotia Capital, Merrill Lynch Canada, Credit Suisse Securities, and others.
On the restructuring side, Cooley was once again one of the busiest firms, acting as co-counsel to the creditors’ committee in RadioShack Corporation’s bankruptcy proceedings.
In Argentina, Buenos Aires-based firms Tanoira Cassagne and Estudio O'Farrell participated in a near-billion-dollar capital market deal. Tanoira Cassagne advised underwriters Banco Santander Rio, National Securities, and Banco de Galicia when YPF, advised by Estudio O'Farrell, placed and issued corporate bonds worth $950 million.
Marking YPF's return to the global market, the transaction unfolded under the global program for the issuance of debt, medium-term, for up to a maximum of $5 billion, and the bonds are expected to mature in February 2020. Alexia Rosenthal, a Tanoira Cassagne partner, led the team advising the underwriter, while Sebastian Luegmaye led Estudio O'Farrell’s team.
Extending its long record of corporate and M&A transactions, São Paulo-based Demarest has had an active 2015 so far. Demarest wound up its advising of CRH on the $7.4 billion acquisition of assets from Lafarge and Holcim in Brazil. Heading up the team was Paulo Rocha, with help from M&A, antitrust and real estate attorneys Gonçalo Godinho, Fábio Tayar, Marcelo Peloso, Paola Pugliese, Milena Mundi and Marina Maccabelli. The acquisition closed on February 1.
The firm also advised a syndicate of lenders, including Rabobank International Bank, Banco Santander’s Cayman branch, Société Générale, ABN AMRO Bank and Banco Rabobank International Brasil under a syndicated loan to COPLASA - Açúcar e Álcool for $100 million. The firm’s corporate finance team, comprised of Antonio Giglio, Marcelo Simon Ikeziri and Maria Clara Loureiro Pinheiro Furlan, finalized the transaction on January 27.
The São Paulo-based firm also advised Agro Amazônia Produtos Agropecuários on the negotiation of an investment by Sumitomo by means of the purchase of 57,650,290 shares owned by the current shareholders and the subscription of 19,932,914 newly issued shares, comprising 65% of Agro Amazônia Produtos Agropecuários’ share capital. The multimillion-dollar deal was final as of January 25 2015. Demarest’s team was led by M&A specialist José Diaz. Pinheiro Neto Advogados advised Sumitomo Corporation.
Also based in São Paulo, Dias Carneiro Arystóbulo Flores Sanches & Thomaz Bastos acted as Brazilian counsel to the Inter-American Development Bank when it lent Banco ABC Brasil $100 million to finance transactions related to the biofuel and biomass sectors while fostering sustainable initiatives and mitigating climate change in Brazil. Thiago Vallandro Flores led the team that closed the deal. Jones Day, led by Frandyn Suárez, acted as US counsel to the Inter-American Development Bank.
In Peru, Lima-based firm Rodrigo Elías & Medrano Abogados acted in collusion with Canadian firm Cassels Brock & Blackwell to advise Tahoe Resources on a $1.1 billion purchase of Rio Alto Mining and its La Arena mine in Peru. The transaction is the gold industry’s biggest M&A deal in many months.
Rodrigo Elías & Medrano’s team included partners Luis Carlos Rodrigo and Oscar Benavides, counsel Silvia Muñoz and associates Claudio Ferrero, Efrain Salazar, Francisco Barrios, Diego Pachas, Fabiola Maza and Sebastian Heudebert. Lima-based Gallo Barrios Pickmann represented Rio Alto Mining, and its team included partners Fernando Pickmann Dianderas and Manuel Barrios and associate David Ruiz Sessarego. Carlos said the transaction included complex tax structuring, since both parties list in three different stock-exchanges, in New York, Toronto, and Lima, and the taxation aspects from the three countries had to be considered.
Baker & McKenzie had a busy month in Australia as it advised The Body Shop International on the acquisition of The Body Shop’s Australian business from the local operator. Steven Glanz took the lead alongside special counsel Glen Selikowitz. Richard Lustig led the Baker & McKenzie team that advised the vendor on the sale of AE Smith - Australia's leading air-conditioning and mechanical services provider - to ASX-listed Spotless. In the insurance sector, Minter Ellison advised Altius and the vendors in the 60% sale of its business to ASX-listed Austbrokers Holdings.
In China, Cadwalader Wickersham & Taft acted for All-Stars - a fund that invests in internet and consumer brands in Greater China – in its $1.1 billion investment in Xiaomi, the largest smartphone maker in China and third-largest in the world.
Latham & Watkins acted for the underwriters in Tencent’s – a Chinese integrated internet services company - $2 billion raising from dual-tranche senior notes under its existing $5 billion Global MTN programme. The Latham team was led by Hong Kong partner Ji Liu with support from Hong Kong of counsel Guiping Lu.
Another notable capital markets deal saw Baosteel undertake a $500 million bond issue, one of the first issues on the Hong Kong Stock Exchange by an Australian subsidiary of a Chinese state-owned enterprise outside the banking sector. Minter Ellison acted for Baosteel in Australia, Paul Hastings for Baosteel in Hong Kong, and Linklaters for the coordinators, bookrunners and lead managers.
India’s Delhi International Airport (DIAL) reached a milestone in the development of the country’s infrastructure sector with a $289 million high-yield bond offering. Milbank Tweed Hadley & McCloy acted for underwriters Citigroup, Standard Chartered Bank, HSBC, JPMorgan and KKR Capital Markets.
In Japan, Hogan Lovells advised Tokyo-based independent corporate communications firm, Ashton Consulting on its sale to Hakuhodo, Japan's second-largest advertising and marketing services group. Hogan Lovells’s Tokyo team was led by Tokyo corporate partner Rika Beppu and of counsel Jacky Scanlan-Dyas. In an outbound matter, Baker & McKenzie’s Tokyo team - led by Anne Hung and Samir Desai - advised Toyota Tsusho on its acquisition of all shares of NovaAgri.
Thailand had a very busy month and Norton Rose Fulbright acted on one of the country’s largest ever energy financing deals. It worked as the lenders counsel for a portfolio of 12 gas-fired cogeneration projects in the country. Elsewhere Jasmine Broadband Internet Infrastructure Fund (JASIF) launched Thailand’s first major IPO of 2015 raising THB36.7 billion ($1.13 billion). White & Case and Weerawong Chinnavat & Peangpanor advised Jasmine International, Shearman & Sterling advised the underwriters, Clifford Chance advised the fund manager, and Allen & Overy advised the escrow agent.
Allen & Overy continued to make its presence felt in South East Asia. Stephen Jaggs led the team that acted for lenders Crédit Agricole and Sumitomo Mitsui in the refinancing of the 150MW Houay Ho hydropower project. DFDL (Laos) acted as the lenders’ local counsel and Hunton & Williams worked for the sponsors with Lao Premier the sponsors’ local counsel.
There were a couple of significant refinancings concluded in France in February. In one case Clifford Chance, led by Daniel Zerbib, and Gide Loyrette Nouel, represented by Eric Cartier-Millon, closed a deal on 23rd February to refinance the €3.3 billion debt owned by Eiffarie and APRR (Société des Autoroutes Paris-Rhin-Rhône). Clifford Chance advised Eiffarie and APRR, which are owned by Eiffage and Australian infrastructure fund Macquarie. The two owners agreed a €1.5 billion package to refinance the debt taken on by Eiffarie when it acquired APRR, while APRR itself secured a new €1.8 billion revolving credit facility. Gide advised a syndicate of 18 banks on the deal.
A second refinancing saw Herbert Smith Freehills and Willkie Farr & Gallagher secure a €350 million loan agreement for Faiveley Transport Group to refinance an existing syndicated facility and part of its revolving credit facilities. The deal included a new five year loan of €225 million and a revolving facility of €125 million and will give the company more financial flexibility, as well as a broader pool of creditors. The key lawyers in the deal were Willkie’s Eduardo Fernandez and, advising the banks and Société Générale as agent, HSF of counsel Laure Bonin.
In the capital markets, Clifford Chance acted for French government agency Cades, which is responsible for amortising social security debt, on its issue of Renminbi denominated bonds worth €426 million (Rmb3 billion) at 3.8% due February 2017. The bonds were listed on the Paris Euronext and subscribed to by qualified investors. Cedric Burford led for Clifford Chance while Linklaters advised the key banks (Bank of China, BNP Paribas, Crédit Agricole CIB, HSBC and Société Générale CIB) with a Véronique Delaittre-led team.
One of the biggest deals announced in Germany in February was NordLink, a project to develop a subsea interconnector which, when complete, will carry renewable energy produced in Norway to Germany. The project company, a joint venture between Statnett, Tennet and KfW, Germany’s development bank, has said it will invest between €1.5 and €2 billion in Nordlink. Work is expected to begin imminently after French cable maker Nexans and Swiss engineering group ABB were awarded the contracts to design, manufacture and install the cable. A team from Henegler Mueller including partners Steffen Oppenländer, Dirk Uwer and Stefanie Beinert are representing German grid company Tennet.
Another transaction connected to the German energy sector saw domestic based supplier, Eon, divest of its Italian solar portfolio, with Italian infrastructure fund F2i taking control of the plants. Gleiss Lutz partners Martin Hitzer and Thomas Menke led the team advising the seller.
Real estate was among the other sectors in Germany to produce notable activity. One highlight was Deutsche Wohnen’s takeover bid for Austrian rival Conwert Immobilien Invest, which has about 90% of its residential portfolio in Germany. Clifford Chance’s Frankfurt office has secured a role on the transaction, advising Goldman Sachs and UBS on providing a €900 million bridge financing facility for the Deutsche Börse listed buyer. Partner Alexandra Hagelüken is leading on the finance work. Austrian firm Eisenberger & Herzog is counselling on Austrian takeover law.
Holcim and Lafarge’s €40 billion merger created the headline deal in Ireland in February. The combination, which will form the world’s largest cement manufacturer, was given clearance on the condition the companies would divest of parts of their businesses. With the help of domestic firm Arthur Cox, Irish building materials group CRH bought the assets, including UK business Tarmac, through an auction process for €6.5 billion, which was financed with a mix of cash, debt and a £1.1 billion capital increase.
Former Arthur Cox managing partner Pádraig Ó Ríordáin, his replacement Brian O’Gorman and fellow partners Maura McLaughlin, Fintan Clancy and Colin Rooney were all involved on the deal. Morgan Lewis & Bockius, led by Brussels partner Izzet Sinan, provided CRH with antitrust advice, and Sullivan & Cromwell handled the capital markets issues. On the other side, Cleary Gottlieb Steen & Hamilton and Freshfields Bruckhaus Deringer’s Paris offices jointly led, representing Lafarge and Holcim respectively.
A significant cross-border M&A deal saw China’s Dalian Wanda Group acquire Swiss marketing company Infront Sports & Media, the second largest sports agency in the world, from private equity firm Bridgepoint for €1.05 billion. The deal comes a week after Wanda, China’s largest property developer and owner of the country’s biggest cinema chain, acquired a 20% stake in Spanish premiership football team Athletico Madrid for €45 million. Wanda shrugged off US private equity group Providence and other bidders to secure the deal. The acquisition is significant as Infront as operates in 25 countries and owns exclusive FIFA rights to sell packages for its events from 2012-2022.
The key advisers for Bridgepoint were Latham & Watkins, with a French, Italian and German team led by Paris partners Olivier du Mottay and François Mary. The team collaborated with Swiss firm Niederer Kraft & Frey. The two firms had previously advised Bridgepoint on its acquisition of Infront in 2011 for €560 million. Swiss firm Homburger advised Infront while Reed Smith acted for Dalian Wanda Group. Reed Smith had previously advised Wanda on its IPO in Hong Kong in December 2014.
In the UK, notable transactions were split fairly evenly between the fields of capital markets and M&A. In the former, listing companies are sailing somewhat against the wind as new IPOs keep emerging despite a notable falling away of investor interest ahead of the UK general election. February saw both furniture retailer DFS and bank Aldermore seeking listings.
In the former Weil Gotshal & Manges (Peter King, Jonathan Wood) acted for DFS owner Advent International while Freshfields Bruckhaus Deringer (Mark Austin, Sarah Murphy) advised underwriters Jefferies, Numis and UBS.
In the Aldermore listing, Linklaters (Iain Wagstaff) advised the bank, while Herbert Smith Freehills (Charles Howarth) acted for the underwriters Credit Suisse and Deutsche Bank. The deal marks Aldermore’s second push for a listing following an abandoned attempt in October 2014.
In M&A, three deals caught the eye in February. In the real estate sector Qatar Investment Authority and its joint venture with Brookfield Property – Bidco enacted a £2.6 billion bid for Songbird Estates, the entity that holds a 69.4% in London’s Canary Wharf Group. Shearman & Sterling (Laurence Levy, George Karafotias) acted for the bidders.
Shearman were also involved in a significant deal in the insurance space acting for Fairfax Financial Holdings on its £1.22 billion bid for Brit. Jeremy Kutner and Laurence Levy led the team. Other firms involved included Slaughter and May (Jeff Twentyman, Richard Smith) who advised Brit alongside Paul Weiss Rifkind Wharton & Garrison (Mark Bergman, John Satory) on the US aspects. Torys (Tom Zverina) acted on the Canadian aspects; Sullivan & Cromwell (Tim Emmerson, Ben Perry) acted for Brit shareholder Apollo Global Management; and Dentons and Macfarlanes both took roles advising the banks.
Finally, another significant cross Atlantic deal saw US aluminium can manufacturer Ball Corporation bid for UK competitor Rexam in a deal valued at £4.3 billion. Skadden Arps Slate Meagher & Flom (Charles Mulaney, Shilpi Gupta, Michael Hatchard, Scott Hopkins) took on the lead M&A role for Ball Corporation while Freshfields (Julian Long, Doug Bacon, Sarah Murphy, Mitchell Presser, David Sonter) acted for Rexam.
One of the points of interest in the financial markets in the Balkans in 2014 was the entry of private equity house KKR into the region through its purchase of SBB/Telemach from Mid-Europa Partners. Private equity has up to now not played a particularly prominent role in this area of Europe and some in the market were hopeful that the deal would encourage other houses and funds to seek opportunities.
This is not to suggest that there will be a rush of new entrants into the market or a flurry of deals, the key stumbling block remains the lack of high quality assets, specifically as any targets need to have regional operations, as national enterprises do not have the required potential. Nevertheless February 2015 saw Mid-Europa Partners take up the baton with a binding agreement to acquire a controlling interest in Danube Foods Group. The Group which operates across the former Yugoslavia has interests across the food and beverage sector and is the largest independent player in areas such as dairy, confectionary and mineral water.
White & Case (Ian Bagshaw, Ross Allardice, Martin Forbes) and Karanović & Nikolić (Rastko Petakovic) acted for Mid-Europa Partners on the matter, with Jones Day acting for the Danube Foods Group and JPM Janković Popović Mitić acting for the warrantors.
In Istanbul this month, one of the more notable matters saw international bathroom fixtures manufacturer Ideal Standard Sanitaryware Holding successfully enter into a joint venture with Turkish sanitary ware maker Ece Banyo Gerecleri Sanayi ve Ticaret.
The venture is called Ideal Standard Yapi Malzemeleri Anonim Sirketi and focuses on the manufacturing and distribution of sanitary ware in Turkey and connected regions.
Baker & McKenzie’s Turkish partners Esin Attorney Partnership advised Ideal Standard on the matter, while a team from Balcıoğlu Selçuk Akman Keki assisted Ece Banyo.
Finnish firm Krogerus assisted mobile consumer loan provider Ferratum in a landmark deal at the beginning of February with the company’s IPO on the Frankfurt Stock Exchange. The listing, with a value of around €110.8 million, represents the first successful offering by a Finnish company on a German exchange.
The Baltic region saw two significant transactions this. One saw Baltic-based real estate foundation BPT Optima complete the sale of a real estate portfolio to the Swiss-based Partners Group private equity fund. The deal included seven well-known properties across the region and, with a value of €163 million, was claimed by both parties to be one of the largest acquisitions in the Baltics since the start of the financial crisis. Lithuanian teams from Lawin and Sorainen led in advising BPT Optima and the Partners Group respectively, with the latter also assisting Partners Group partner Northern Horizon Capital.
The other major deal in the region was related to the spinning off and sale of a major international insurance group. Gjensidige Forsikring, one of the leading Nordic insurance firms, completed the purchase of 99.88% of shares in PZU Lietuva – the Lithuanian arm of Polish insurance giant PZU – in a deal worth €54 million. The seller was advised by Sorainen while Gjensidige was advised by Raidla Lejins & Norcous.
Among the more prominent matters to be signed off in the Emirates in February was Total’s agreement for a 10% stake in the state’s new 40-year onshore oil concession in Abu Dhabi after the previous deal expired last January. The French major beat off competition from BP and Shell to secure its share of the new contract with the Abu Dhabi National Oil Company (ADNOC). The state’s long time advisors, Sherman & Sterling, represented it on the deal, with Abu Dhabi partner James Comyn taking the lead role.
Gide Loyrette Nouel, Shearman & Sterling and Akin Gump Strauss Hauer & Feld have all played leading roles in the sale by VimpelCom and its Algerian subsidiary Global Telecom Holding (GTH) of a 51% stake in the country’s biggest mobile operator Omnium Telecom Algérie (OTA – ‘Djezzy’) to the Algerian National Investment Fund (FNI). The deal closed on January 30 for €2.64 billion, making it the largest ever M&A deal in Algeria. GHT will maintain operational control of OTA, which had revenues of €1.8 billion in 2013.
French-qualified Algiers-based Samy Laghouati led the Gide team that advised GTH, while London partners Sebastian Rice and Daniel G Walsh from Akin Gump acted for VimpelCom. Shearman & Sterling assisted the FNI with a team led by Paris partners Cyrille Niedzielski and Guillaume Isautier.
Christopher Cooper - Latin America
Sam Duke - Central and Eastern Europe, United Kingdom
Hill Choi Lee - India, Laos, Thailand
Adam Majeed - Australia, China, Japan
Jon Moore - Nordic and Baltic region, Turkey
Ben Naylor - Germany, Ireland, Middle East
Michael Washburn - North America
James Wilson - Africa, France, Switzerland