Overview

Mayer Brown’s Public M&A practice represents a broad spectrum of public and private companies, private equity and leveraged buy-out firms and financial institutions on public M&A transactions, including many Fortune 500 companies, FTSE 250 as well as CAC 40, HKE and DAX-listed companies. We also frequently act for financial advisors involved in public M&A transactions. Our Public M&A practice includes a deep bench of experienced public M&A lawyers across the world’s major financial centers.

In addition to providing our clients with the highest quality advice and expertise on takeover rules and regulations, our team of globally integrated public M&A lawyers offer valuable insights into the local political and cultural factors that are playing an increasingly important role in public M&A transactions.

When executing public M&A transactions, dealmakers need to understand local market practice as well as the local regulatory environment. Our public M&A lawyers seamlessly work together, share knowledge and cooperate on a cross-border basis. Our experience in advising our clients on takeover regimes in different jurisdictions enables us to analyze alternative approaches to issues with a view to finding the most effective way to execute our clients’ public M&A transactions.

Our public M&A practice is enhanced by the depth of our expertise in a number of complementary areas, including: banking and finance, anti-trust, real estate, environmental, employment, pensions and benefits, commercial, intellectual property, information technology, anti-corruption, financial services, national security, export controls and other regulatory matters and taxation. Our public M&A specialists work closely with lawyers in each of these areas to provide you with a seamless service.

We have represented bidders and target companies, as well as financial advisers, in all facets of public M&A transactions, including:

  • Hostile takeovers
  • Competitive situations
  • Bid defence planning
  • Tender offers
  • Schemes of arrangement
  • Equity purchases and sales
  • Proxy contests
  • Consent solicitations
  • Recapitalisations

Mayer Brown has participated in M&A transactions worldwide in virtually every industry and we have extensive experience managing trans-Atlantic, Asia-Pacific, pan-European and global transactions. We are noted for our commitment to client service and ability to solve the most complex and demanding legal and business challenges in a pragmatic way. We are motivated and determined with real desire to build strong, long-term client relationships by ensuring we support our client’s every need each step of the way with their public M&A transactions.

Praxis

Our Public M&A experience:

United Kingdom

  • Advised Touchstone Innovations plc (formerly Imperial Innovations group plc) in connection with an all- share takeover offer by IP Group plc. IP Group’s share price valued Touchstone at £500m.
  • Advised Universal Coal plc in proposals regarding a hostile takeover offer made by Ichor Coal NV and a recommended offer involving a cash and share offer and loan note alternative by Coal of Africa.
  • Advised Aldersgate Investment Limited on its recommended offer for Arena Leisure Plc. Arena owns and operates seven racecourses in the UK.
  • Advised Scott Wilson Group, a global integrated design and engineering consultancy for the built and natural environments, in its £223 million sale to Universe Bidco Limited, a wholly owned subsidiary of URS Corporation.
  • Advised MWB Business Exchange, a leading provider of office services, in its £65.6 million acquisition by Marley Acquisitions Limited, a wholly owned subsidiary of Luxembourg-based Regus plc.
  • Advised London Stock Exchange and Nasdaq listed Cambridge Antibody Technology Plc on its all-share takeover offer of Oxford GlycoSciences Plc, which was also listed on the London Stock Exchange and Nasdaq.

France

  • Advised Dutch telecom company Altice on its €11 billion public tender offer for French telecom company SFR (cross-border share for share offer).
  • Advised Faiveley family as majority shareholder of France-based railway equipment manufacturer Faiveley on a proposed €1.7 billion public tender offer by US-based Wabtec Corporation.
  • Advised telecom company SFR on its delisting and squeeze-out procedure from Euronext Paris (€13 billion market cap).
  • Advised France-based biotech company PCAS on the €280 million public tender offer by Eurazeo-Novacap and on its subsequent delisting and squeeze-out from Euronext Paris.
  • Advised Altice on its €590 million acquisition of media France-based NextRadioTV (RMC and BFM) listed on Euronext Paris, including on the subsequent public tender offer to acquire 100% of the share capital of NextRadioTV.

United States

  • Advised TransCanada Corporation in its $13 billion acquisition of Columbia Pipeline Group, Inc.
  • Advised SCANA Corporation in its announced $14.6 billion merger with Dominion Energy, Inc.
  • Advised The Hartford in the $2.1 billion acquisition of The Navigators Group, Inc., a property and casualty insurance company.
  • Advised Kuraray Co., Ltd., a Japanese manufacturer of chemicals, fibers and other materials, in its $1.3 billion acquisition of Calgon Carbon Corporation, a provider of water and air purification products and services.
  • Advised Textura Corporation in its $663 million acquisition by Oracle Corporation.

Germany

  • Advised Fujitsu Services on the public takeover of Frankfurt listed TDS AG and on the subsequent implementation of a domination agreement.
  • Advised Umicore in its public takeover of Frankfurt listed Allgemeine Gold- und Silberscheideanstalt AG.
  • Advised AkzoNobel on the public takeover of Schramm Holding AG, listed on the Hong Kong Stock Exchange, and on the acquisition of the coatings activities operated by Schramm’s largest shareholder, Korean company SSCP.
  • Advised Publicis on the public takeover of a German listed group for digital communications solutions and on the subsequent squeeze-out of minority shareholder.
  • Advised HypoVereinsbank on its public takeover by Unicredit.

Hong Kong

  • Advised AkzoNobel on the public takeover of Schramm Holding AG, listed on the Hong Kong Stock Exchange, and on the acquisition of the coatings activities operated by Schramm’s largest shareholder, Korean company SSCP.
  • Advised Dah Chong Hong in its $350 million acquisition of Li & Fung Limited’s consumer and health care distribution business in Mainland China, Hong Kong, Macau, Taiwan, Thailand, Malaysia, Singapore, Philippines, Indonesia and Brunei.
  • Advised Beijing Enterprises Group on its acquisition of the entire shares of EEW HOLDING GMBH and the entire partnership interests of M+E HOLDING GMBH & CO. KG. Such acquisition was the largest Chinese direct investment in a German company at that time.
  • Advised AGTech Holdings Limited on the subscription by an investor (a company in which Alibaba Group Holding holds a controlling interest of 60% and Ant Finance indirectly holds 40%) and related whitewash waiver.
  • Advised Trinity Limited on its HK$2.2 billion subscription of new shares by Shandong Ruyi International Fashion Industry Investment Holding Company Limited.