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Diversified industrials – international mergers and acquisitions Bringing deals together around the world

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Page 1: Diversified industrials – international mergers and ...€¦ · Wherever in the world you may be, we are here to support your business: Austria Silva Palzer +43 15 1620 125 s.palzer@eversheds.at

Diversified industrials – international mergers and acquisitionsBringing deals together around the world

Page 2: Diversified industrials – international mergers and ...€¦ · Wherever in the world you may be, we are here to support your business: Austria Silva Palzer +43 15 1620 125 s.palzer@eversheds.at

Global experience and expertiseOur cross border M&A team, comprising 350 lawyers in 50 offices across 29 jurisdictions, is actively engaged in the diversified industrials sector. Eversheds is ranked as a top law firm for global and EU mid-market deals and has been for the past five years*.

*Source: Mergermarket

Page 3: Diversified industrials – international mergers and ...€¦ · Wherever in the world you may be, we are here to support your business: Austria Silva Palzer +43 15 1620 125 s.palzer@eversheds.at

International M&A

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Proven quality

Our clients

We represent ¼ of all

diversified industrial

clients in the Fortune 500

In 2013 we successfully concluded eight deals

worth over $100m each

Our total deal value in 2013 was over

$6.5 billion

We represent over 50% of diversified industrial

companies in the FTSE 350

Page 4: Diversified industrials – international mergers and ...€¦ · Wherever in the world you may be, we are here to support your business: Austria Silva Palzer +43 15 1620 125 s.palzer@eversheds.at

International M&A

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Global M&A deals in the diversified industrials sector

On its joint-venture with John Wood Group plc to create a global service provider with assets of

over £1 billion.

On the acquisition of the DYI and professional division of

French group Gergonne/GPI.

On six major M&A and

joint venture transactions in the past three years.

On the sale of assets to Invista, owners of

Lycra®, involving complex intellectual property issues.

On the £4.9 billion disposal of DuPont

Performance Coatings to The Carlyle Group

across 18 jurisdictions.

On acquisitions in UK, Germany, France and

Thailand over the past year.

On the purchase of Clyde

Union Pumps which included eight manufacturing facilities

and 25 service centres worldwide.

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International M&A

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Eversheds’ cross border M&A teamOur legal advisers have years of experience of working with clients across the diversified industrials sector. Our breadth of expertise coupled with our geographical spread and global capability is well-placed to support you. We fully understand the challenges you face and, as a specialist sector group, we are well equipped to supply innovative, up-to-date and relevant legal advice across our four sub-sectors:

• aerospace, defence and security

• automotive

• chemicals

• industrial engineering.

Wherever in the world you may be, we are here to support your business:

Austria Silva Palzer

+43 15 1620 [email protected]

China Jay Ze

+86 106 466 [email protected]

Silva’s recent experience includes advising DS Smith plc on Austrian aspects of the acquisition of SCA Packaging from Svenska Cellulosa Aktiebolaget. She also works with industrial businesses like Parker Hannifin.

Jay has broad experience in cross border M&A, private equity transactions, investment funds, joint ventures and corporate finance. He has advised Zoomlion Heavy Industry Science & Technology Development Co Ltd in their ongoing joint venture in Latin America; also Beijing Automotive Group Co Ltd on a successful auction bid for Inalfa Roof Systems Group BV from AAC Capital Partners and Parcom Capital for €210m; and Outokumpu Oyj on the purchase of ThyssenKrupp AG’s stainless steel business for €2.7 billion.

Global Head of the Diversified Industrials M&A Team Robin Johnson

+44 20 7919 [email protected]

Based in the UK, Robin is global head of Eversheds’ cross border M&A team and runs a team across 29 jurisdictions of over 350 lawyers. He is also sector chair of the diversified industrials sector group. In 2010–2011, Robin had a secondment to Parker Hannifin to assist in a major European restructure and in 2013 was seconded to Archer Daniels Midland as interim General Counsel. In 2012, Robin researched and published Eversheds’ award winning ‘M&A Blueprint: Inception to Integration’ report.

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International M&A

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Germany Christof Lamberts

+49 89 5456 [email protected]

Hong Kong Stephen Kitts

+852 2186 [email protected]

Christof advised AZ Electronic Materials on the takeover of Clariant’s polymer coatings and resins division which involved the acquisition of an extensive worldwide patent portfolio, along with assets in Germany, the USA and manufacturing operations in India. He has also advised 3M and its affiliates on numerous corporate venture deals and Parker Hannifin on various cross-border M&A transactions.

Stephen acts for a diverse range of clients including international corporates. He has advised on the acquisition of Bilcare Global Clinical Supplies and Pharmexx GmbH by United Drug plc. He also advised LDC on the management buy out of Benson Box and he advised on the sale of Translinc by May Gurney plc.

“Our relationship with Eversheds goes back many years and they have exceeded our expectations time and time again. They really do put their money where their mouth is; they offer seamless cross-border capability and, unlike many firms who offer this, they put together a high-quality multijurisdictional team that genuinely works as a single unit. Their focus is on the client relationship and on looking at what we need and want. In our view theirs is a truly unique offering.”

General Counsel, Fortune 500 business

Estonia Maivi Ots

+372 622 [email protected]

France Eric Knai

+33 15 57 34 13 [email protected]

Maivi advises local as well as major international corporations on M&A. She is a member of the Board of the Estonian Bar Association. Her comprehensive competence in contract and company law has been recognised by independent international publications Chambers Europe, Chambers Global, Legal 500 and Legal Experts EMEA.

Eric specialises in cross border M&A, restructurings and private equity transactions. His recent experience includes advising Intersystems on the acquisition of Siemens Health Services, and Parker Hannifin on the acquisition of Legris. He also advised AMEC on a transaction in France.

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International M&A

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Iraq Tawfiq Tabbaa

+964 780 916 [email protected]

Ireland Sean Ryan

+353 1 6644207 [email protected]

Italy Daniela Murer

+39 02 89 28 [email protected]

Tawfiq has advised on a wide range of corporate transactions, including corporate structures and joint venture investments, assisting clients with selecting the most suitable corporate entities for their operations. He has advised on a steady stream of instructions for international clients in the field of oil and gas, transportation, supply management and engineering. Recent transactions include advising a global cement manufacturer on a BOT project in Iraq and advising a regional oil and gas company in relation to the building of a multi-million dollar oil services centre in Basra Governate.

Sean has over 15 years experience in advising on mergers and acquisitions, takeovers and fundraisings. He has advised many global industrial clients on Irish regulatory matters including advising Boeing Ireland on their Irish regulatory requirements and dealings with the Irish Aviation Authority; also EJ (formally East Jordan Iron Works), a company involved in the manufacture and distribution of iron construction castings and infrastructure access products worldwide. And a mining company listed on the Irish and London Stock Exchanges, in relation to a US$270m equity fundraising.

Daniela advises Italian and international companies on commercial and corporate law, specifically – M&A, sale of business, going concerns, etc. She has also worked on secondment within Tyco Corporation’s Italian business.

Jordan Nadim Kayyali

+962 6566 [email protected]

Nadim has particular expertise in providing advice in relation to M&A and other transactional work. He also has substantial experience representing private equity and venture capital firms, incubators and private investors in connection with their investments in Jordan. Currently ranked in Chambers as a corporate expert, Nadim has a wealth of experience in regional M&A and related finance mandates.

Latvia Maris Vainovskis

+371 6 728 [email protected]

Maris has advised a leading shipping company in its multi-million dollar sale and acquisition of vessels, and an oil transit company in a multi-million dollar transaction involving the disposal of certain non-core assets. He also acted as counsel to a world leading water treatment and desalination construction company in connection with its acquisition of a 51% stake in a leading waste management enterprise.

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International M&A

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Poland Judith Gliniecki

+48 22 50 50 [email protected]

Qatar Dani Kabbani

+974 4496 [email protected]

Judith specialises in cross border transactions and international investment. She regularly acts for General Electric in Poland. Other recent advice includes: representing a UK company in the acquisition of a major Polish printing and packaging company; advising a US company on the sale of a minority packet of shares in a Polish door manufacturer; and assisting in the restructuring of the Polish operations of a multinational manufacturer.

Dani was previously an in-house lawyer for Qatar Petroleum. He has extensive experience of working with government bodies and companies on a wide range of commercial and corporate matters including joint ventures and M&A. He also has a depth of experience in advising construction and oil and gas companies on project related agreements and has assisted numerous joint venture companies in their negotiations with both the public and private sector.

Netherlands Claudine Maeijer

+31 20 5600 [email protected]

Claudine’s recent experience includes advising DuPont on the separation of the Dutch EMEA DPC activities into a new group of entities which formed the DuPont Performance Coatings target group. During the subsequent sale to Carlyle, she advised on the local purchase agreement and the final transfer of shares in the Dutch DuPont target. She also represented an NYSE-listed leading water solutions and technical products company on the purchase of a Dutch target for €503m. This deal is a prime example of the kind of complex, multi-jurisdictional matters she is instructed on by major international and US clients.

Lithuania Jonas Saladzius

+370 5 239 [email protected]

Jonas has led numerous complex and large scale legal projects in the spheres of privatisation, private investment, M&A and corporate restructuring. He has extensive experience in transaction support and drafting of commercial contracts, as well as in-depth knowledge of the finance and banking industry sector.

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International M&A

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Spain David Williams

+34 91 429 43 33 [email protected]

Sweden Ulf Jonsson

+46 85 4532 [email protected]

David advised Covidien on the sale of its European sleep therapy business, and Oaktree Capital Management in relation to the acquisition of the Spanish part of Milpro. He also acted for Parker Hannifin in the Spanish aspects of the acquisition of the Olaer Group from Gresham Private Equity.

Ulf worked as General Counsel for Swedish industrial group ABB before returning to commercial practice. He advises a variety of diversified industrial businesses in commercial negotiations and transactions.

Sze-Hui advised a Swedish heat exchanger manufacturer in relation to its US$731m acquisition of a stake in a lead Danish corporation’s marine boiler business. She also advised a leading German industrial conglomerate on the worldwide supply of IT services to a leading British telecomms provider in Asia, and advised a FTSE 350 company in testing, inspection and certification of products, commodities and systems in relation to its acquisition programme in Asia.

Saudi Arabia Faisal Tabbaa

+962 6566 [email protected]

Singapore Sze-Hui Goh

+65 65 72 55 [email protected]

Faisal specialises in local and cross border M&A, joint ventures and commercial transactions. He has advised many clients on M&A transactions in manufacturing and engineering. Faisal has also advised multinational clients on a range of matters including corporate structuring, foreign investment, labour issues, CMA requirements, finance, tax, intellectual property rights, and enforcement of foreign judgment and arbitral awards.

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International M&A

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United Arab Emirates Andrew Nunn

+971 2494 [email protected]

UK Alex Hand

+44 20 7919 [email protected]

Andrew is experienced in cross border M&A transactions, joint ventures, set up and incorporations in the Middle East. He also has a specialism in debt funding mandates including acquisition finance and structured real estate finance transactions. Experience includes advising Parker Hannifin and Lavendon Group and acting for a major US corporation on a global acquisition project with business interests in UAE, Saudi Arabia, Bahrain and Qatar.

Alex specialises in complex domestic and international M&A and joint venture transactions. His experience includes advising BAE Systems on domestic and international transactions, including the proposed disposal of its Platform Solutions business, and he undertook an eight month secondment into their M&A team. He has also acted on a number of divestments for DuPont and transactions for Westinghouse.

Switzerland Marc Nufer

+41 31 32 87 58 [email protected]

UK Chris Halliday

+44 20 7919 [email protected]

Marc heads the corporate and M&A practice in Switzerland and specialises in M&A transactions and in structuring new business. For several years he worked in the transaction support team of a big four accounting firm in Switzerland and New York and he has several years of experience as attorney in a business law firm specialising in M&A transactions and restructurings.

Chris has extensive experience advising on and project managing a wide range of corporate transactions including M&A, initial public offerings and secondary fundraisings, re-organisations, joint ventures, takeovers, and private equity transactions. He has acted for Mitsubishi Heavy Industries, Ineos and Freightliner on various transactions worldwide.

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Page 12: Diversified industrials – international mergers and ...€¦ · Wherever in the world you may be, we are here to support your business: Austria Silva Palzer +43 15 1620 125 s.palzer@eversheds.at

©Eversheds LLP 2014. Eversheds LLP is a limited liability partnership, registered in England and Wales, registered number OC304065, registered office One Wood Street, London EC2V 7WS. Please note that when we refer to “a partner” or “partners” of Eversheds LLP, the term “partner” indicates a member of Eversheds LLP. It should not be construed as indicating that the members of Eversheds LLP are carrying on business in partnership for the purposes of the Partnership Act 1890.

www.eversheds.comEDIV.012 03/14