Carphone Warehouse and Dixons merge along with DEMB and Mondelez
Major M&A mandates have over the past month seen Linklaters, Freshfields Bruckhaus Deringer and Osborne Clarke (OC) secure roles on the £3.6bn merger of Carphone Warehouse and Dixons Retail, as Clifford Chance (CC) and Skadden, Arps, Slate, Meagher & Flom led on the $7bn merger of the coffee businesses of Kraft Foods spin-off Mondelēz International and DE Master Blenders 1753 (DEMB).
UK top-40 firm OC capitalised on its longstanding relationship with Carphone Warehouse to secure a role on its May merger with Dixons, which also owns Currys and PC World. Corporate partner Jonathan King led for OC and told Legal Business: ‘Any merger of this size is complicated when you’re dealing with two FTSE 250 companies coming together.’
OC has had a relationship with Carphone Warehouse for 14 years and has advised on most of its major mandates. For instance, King advised the company on its conditional £500m acquisition of the remaining 50% of its Best Buy joint venture in April 2013.
Notably, much of the heavy lifting on this latest deal, which will create Dixons Carphone, was done by Carphone Warehouse’s in-house legal team, led by general counsel Tim Morris.
Linklaters is advising Dixons Retail, led by corporate partner Aedamar Comiskey, while Freshfields advised Carphone Warehouse on the financing for the deal, led by partner Sean Lacey.
King added: ‘There is more confidence. M&A volume is down, but from Osborne Clarke’s perspective it’s about winning market share.’
Other significant deals in May included the $7bn tie-up between the coffee businesses of DEMB, led by Skadden, and Mondelēz, led by longstanding adviser CC, alongside a raft of top-tier firms, in a deal aimed at taking on market leader Nestlé.
The CC team for Mondelēz, which owns brands including Carte Noire and Gevalia, was led out of New York and London by corporate partners Sarah Jones and Robert Crothers respectively, and also included employment and pensions partner Imogen Clark and IP partner Vanessa Marsland.
CC acted for Mondelēz under its previous name, Kraft Foods, when the company bought out UK confectionery giant Cadbury for £12bn in 2010. Jones was also involved in this deal.
Skadden advised Joh A Benckiser, the controlling shareholder of DEMB – which owns brands including L’OR EspressO, Pilão and Senseo – fielding a New York team comprised of M&A partners Sean Doyle and Paul Schnell, banking partners Robert Copen and Steven Messina and IP partner Jose Esteves.
Crothers said: ‘The market has been quieter for a few years, during which fewer deals have been done, in part as the time hasn’t been quite right. We’re now seeing some of those “latent” deals come to fruition, and frequently people are being more imaginative and inventive in structuring those deals. Consider the Mondelēz/DEMB deal – it is not a sale, it’s a combination.’
Other firms to have won roles on the mandate include Arnold & Porter, which provided competition advice to Mondelēz out of London, led by partners Tim Frazer and Susan Hinchliffe. Freshfields advised DEMB on regulatory issues through Berlin-based partner Helmut Bergmann and London partner Alex Potter.
The combined entity will be called Jacobs Douwe Egberts and be based in the Netherlands, with Dutch law firm Stibbe providing local advice to DEMB.
Despite the size of the deal, Crothers said: ‘Boards remain cautious; 2008 was not that long ago. But we are seeing significant deals in the market.’
DealWatch: Corporate activity in May
Bakers advises Ardian on GE Capital Acquisition
Baker & McKenzie has advised Ardian on its $1.3bn purchase of a portfolio of private equity stakes from GE Capital. Akin Gump Strauss Hauer & Feld advised GE.
The Bakers team was led by London-based private equity and Ardian client relationship partner Bruno Bertrand-Delfau. Akin Gump’s team was led by investment management partner Fadi Samman.
Allen & Overy advises on disposal of Eni’s Czech assets
Allen & Overy (A&O) is advising Eni on the sale of its stake in the Czech Republic refinery, ˇCeská Rafinérská, to Hungarian oil and gas group MOL, advised by CMS Cameron McKenna consultant Ian Parker.
A&O’s Prague-based managing partner for central Europe, Jane Townsend, led the local team who worked closely with Eni’s own in-house legal team.
CC and Morrison & Foerster act on $1.2bn train IPO
Clifford Chance (CC) and Morrison & Foerster won lead roles on the Hong Kong initial public offering of Chinese state-owned train maker CNR, raising $1.2bn.
Morrison advised CNR with a team led by Charles Chau, along with Hong Kong managing partner Ven Tan. Gregory Wang advised on US securities law issues.
CC’s team advised UBS, China International Capital Corporation, Macquarie, Deutsche Bank and Goldman Sachs as global co-ordinators. The team was led by Jean Yu and Beijing-based Tim Wang, along with capital markets partner Jean Thio advising on US law aspects of the transaction.
Latham and Linklaters act on Card Factory IPO
Latham & Watkins and Linklaters won roles on Card Factory’s initial public offering in May, with a market cap of £766.6m. Linklaters advised Card Factory, with a team led by corporate partner Iain Wagstaff and supported by Dan Lawrie, a corporate managing associate.
Latham acted for the underwriters, Morgan Stanley and UBS, with a deal team led by London corporate partner Richard Brown and including counsel James Inness. London-based corporate partner David Boles advised on US aspects.