Significant deals in the pharmaceutical, energy and software space have got the market talking over the last week, as City and US giants scored major mandates.

Ithaca Energy is acquiring Siccar Point Energy, best known for operating the Cambo oil and gas field in the North Sea, for $1.5bn. The buyer will pay $1.1bn up front, with the potential for $360m of additional payments dependent on future developments and commodity prices.

The transaction is intended to increase Ithaca’s daily production levels ahead of its IPO, penciled in for later in the year. The takeover is expected to boost Ithaca’s production by up to 9,500 barrels of oil equivalent per day.

Freshfields Bruckhaus Deringer advised Siccar Point as the seller, as well as its sponsors, Blackstone Energy Partners and Blue Water Energy. Partners James Scott and Graham Watson led the deal team alongside partner-elect Alon Gordon.

Ithaca Energy was represented by Pinsent Masons. Global oil & gas head Rosalie Chadwick led a cross-practice team that also included partners Michael Smith and Giles Warrington. The acquisition is the latest in a string of deals the firm has handled for the company in recent years, having also worked on its $2bn acquisition of Chevron North Sea Limited.

Elsewhere, a collection of Global London firms advised on Hg’s investment in IFS and WorkWave. The transaction, which saw the New York-bred private equity house become a significant minority shareholder, values IFS and WorkWave at $10bn. EQT remains the majority shareholder.

Headquartered in Sweden, IFS produces cloud software programmes relating to the distribution of goods, while WorkWave’s suite of products provide cloud-based software solutions to businesses.

Latham & Watkins advised TA Associates as the seller. London corporate partner Paul Dolman led the deal team, while Nicola Higgs provided regulatory advice.

Hg was represented by Skadden, with London duo Richard Youle and Katja Butler leading the team.

IFS and its shareholders, including EQT, were advised by an international team from White & Case. Led from Stockholm by Patrik Erblad, the deal team included partners from the London, Frankfurt, Düsseldorf, Brussels and Luxembourg offices. Kirkland & Ellis, led by partners Roger Johnson and Aneeq Durrani, assisted WorkWave.

Speaking to Legal Business Erblad said: ‘We were acting as advisers to the company and its shareholders, including EQT, Skadden was advising Hg on the buyer side. We also had Latham advising TA. So, it was a lot of US firms. I think that’s really what was required; for everyone to come together to get this deal done to a tight timetable.

‘What we have seen in the last month is that software and tech has been very hot. There is a lot of interest around the real quality assets. The companies that show consistent growth and are delivering profit are in high demand among private equity companies.’

Finally, Allen & Overy, Latham & Watkins and Linklaters acted on the $1.2bn acquisition of Theramex by private equity giants PAI Partners and Carlyle from CVC.

Initially created through a carve out of a group of women’s health pharmaceuticals, Theramex has grown into a premier pharmaceutical company specialising in women’s health.

Linklaters advised Carlyle and PAI Partners as acquirers. Private equity partners Alex Woodward and Chris Boycott led the deal team, which also included tax counsel Jamie Coomber, employment specialist Sinead Casey, IP lawyer Yohan Liyanage and TMT partner Marly Didizian. Adam Zecharia and Robin Harvey spearheaded a team from A&O that handled the financing aspects.

CVC Capital Partners and Theramex were represented by Latham, which also advised on the formation of the original Theramex Group in 2018. London duo Robbie McLaren and Linzi Thomas led on the corporate aspects of the deal, while Gail Crawford Fergus O’Domhnaill handled tech and finance respectively. Eveline Van Keymeulen provided regulatory advice from Paris.

Taylor Wessing advised the Theramex management team. Head of private equity Emma Danks was the lead partner.

charles.avery@legalease.co.uk

This story first appeared on Legal Business

EQT’s €6.8bn acquisition of Baring Private Equity Asia (BPEA), Cinven’s $2.6bn buyout of BESP and Pan-European Infrastructure III’s (PEIF III) £595m cash offer for Stagecoach Group Plc have kept advisers busy in recent days, as private equity deals continue to drive the M&A market.

Stockholm-headquartered EQT reached an agreement to buy Baring Private Equity Asia (BPEA) for €6.8bn. The consideration includes 191.2 million new ordinary EQT shares, valued at €5.3bn, and €1.5bn in cash.

BPEA is a private market investment company operating across Asia, with over €17bn of assets under management. The transaction signifies a major advance for EQT’s strategy in the region, providing the business with the opportunity to target the Asian private markets.

Simpson Thacher represented BPEA, with partners Ben Spiers and Elizabeth Cooper leading the cross-practice group from London and New York respectively. Paul Weiss also advised the target company: partners Ariel Deckelbaum, Adam Wollstein and Marco Masotti were the corporate leads; partner David Mayo advised on tax matters, and partner Andrew Gaines acted on executive compensation issues.

EQT was represented by Kirkland & Ellis. The deal team was led from London by corporate partners Roger Johnson, Greg Scott and Adrian Duncan. Investment funds advice was provided by partners Erica Berthou, Richard Robinson and Amy Fox; partners Sally Evans and Philipp Gnatzy handled antitrust; and partners Alpa Patel, Mark Staley and Prem Mohan advised on financial regulatory issues.

Elsewhere, London private equity house Cinven has announced its agreement with pharmaceutical juggernaut Bayer AG to acquire its Environmental Science Professional (BESP) Business for a total enterprise value of $2.6bn.

The takeover of the US business is a geographical expansion on Cinven’s recent form for investing in carve-outs from continental companies, particularly in the DACH region, comprising Germany, Austria and Switzerland.

Headquartered in North Carolina, BESP is a global player in pest control, with around 800 employees and sales in over 100 countries. The company also has a strong ESG focus, given its strategy of providing products that manage pests in a sustainable and responsible way.

A cross-office team at Clifford Chance represented Cinven. Corporate and private equity advice was provided by partners Jörg Rhiel (Frankfurt), Anselm Raddatz (Düsseldorf), Jonny Myers (London) and Kevin Lehpamer (New York). London partners Michael Dakin and Taner Hassan provided capital markets and finance advice alongside partner Daniel Winick in New York.

Commenting on the transaction, Rhiel said: ‘This exciting transaction among global leaders of their respective businesses comprised a complex carve-out across several jurisdictions. The deal required a mix of transactional, regulatory and commercial legal expertise, which we were happy to effectively provide to our client Cinven.’

German firm Hengeler Mueller acted for Bayer in the transaction, with Düsseldorf partners Mattias Hentzen and Martin Ulbrich leading the team that provided corporate, employment, IP antitrust, tax and regulatory advice.

Finally, Freshfields Bruckhaus Deringer and Herbert Smith Freehills (HSF) advised on Pan-European Infrastructure III’s (PEIF III) £595m cash offer for Stagecoach Group Plc, anticipated to close in the next couple of months.

Following the offer, Stagecoach directors have withdrawn their support for the merger with National Express announced late last year.

PEIF III, a fund manged by The DWS Group, was advised by Freshfields. Partners Piers Prichard Jones and Kate Cooper led the corporate work, while partner Dawn Heath provided pensions expertise.

HSF represented Stagecoach, having worked with the company for over 25 years. London corporate partners Ben Ward and Robert Moore spearheaded the deal team, which also provided competition, regulatory, trade, pensions incentives and employment advice.

Speaking to Legal Business, Ward said: ‘The initial business combination transaction with National Express, which was announced back in December, was an industry consolidation that the company’s board was able to recommend to its shareholders. The announcement triggered interest from other parties, and ultimately the board considered the all-cash offer from DWS to be a better proposition for shareholders than the share for share combination with National Express.

‘The UK bus sector may not always be considered the most exciting of industries, but this deal for Stagecoach could ignite further interest in the sector. The UK government is very committed to bus transport infrastructure, as it is a tried and tested system that is also cost effective. There is still the issue of the transition to cleaner energy to consider, but the return on investment should be there for investors with a medium or long-term outlook.’

charles.avery@legalease.co.uk

This story first appeared on Legal Business

The private equity boom has shown no signs of slowing down in recent weeks, with the London offices of US firms taking the lead on noteworthy acquisitions in the logistics, food & drink, and infrastructure sectors.

Skadden, Simpson Thacher and Latham & Watkins advised on the acquisition by KKR of a majority stake in independent beverage contract manufacturer Refresco. The deal will see existing investors PAI Partners and British Columbia Investment Management Corporation (BCI) retaining a minority stake in the company.

The Skadden team representing Refresco included London M&A partner Bruce Embley and New York M&A partners Paul Schnell and Sean Doyle. Capital Markets advice was provided from New York by Laura Kaufmann Belkhayat, while James Anderson in London handled tax matters.

Speaking to Legal Business, Embley noted that the transaction was reflective of the current market but warned the coming months would be harder to predict: ‘So far, the M&A markets have started 2022 as strongly as they ended 2021. Until very recently, there was no cause to believe that would not continue, but recent political events mean things do now feel less certain. We have already seen that they have caused considerable uncertainty in the capital markets which can have a knock-on effect on M&A.

‘In some ways, it doesn’t make sense to consider M&A as one single market that is either up or down. Different sectors are really their own markets with their own trends. Since the pandemic began this has been further underscored.’

Representing PAI Partners and BCI, the Latham team was led from London by partner Tom Evans, with the assistance of associates Maarten Overmars, Alex McCarney, and Chris Cox. Simpson Thacher advised KKR.

Elsewhere, GXO Logistics Inc announced its £1bn takeover offer of retail logistics specialist Clipper Logistics plc, a deal set to complete in summer 2022, subject to regulatory and shareholder approval.

The offer will see existing shareholders receive 690 pence in cash and 0.0359 GXO shares for each Clipper share they currently hold, effectively valuing a Clipper share at 920 pence. GXO has also obtained undertakings from a number of Clipper shareholders to vote in favour of GXO’s offer.

The target company was represented by Hogan Lovells. Corporate partner Dan Simons, who led the team which also provided assistance with ESI, antitrust, UK and US tax and US debt capital markets, told Legal Business: ‘The logistics sector has been very hot recently and we’ve got a number of deals on in this space. During the Covid pandemic, logistics has been one of the best performing sectors and I think that, over the coming months, we’re going to see a lot more high-profile deals and consolidation in the sector.’

Commenting on Clipper specifically, Simons added: ‘Clipper Logistics became a client of Hogan Lovells in mid-2021. Clipper was looking for legal advisers to assist them in executing potential acquisition opportunities in North America and so they wanted to partner with a law firm that had market leading corporate finance practices in both Europe and the US, so Hogan Lovells was the perfect fit.’

Wachtell, Lipton, Rosen & Katz and Freshfields Bruckhaus Deringer represented GXO. New York duo Gregory Pessin and John Sobolewski led Wachtell’s team, while the cross-border team from Freshfields was led from London by Piers Prichard Jones and Rhys Evans.

Finally, last week Macquarie Asset Management announced its latest acquisition, of motorway service operator Roadchef, for a reported £900m.

Serving 52 million customers a year, Roadchef is one of the largest operators in the UK with 30 locations nationally. Macquarie acquires the company from Antin Infrastructure Partners, which acquired it from an Israeli conglomerate in 2014 for a reported £153m.

Macquarie was represented by Weil Gotshal & Manges. The deal team was led by James MacArthur and included counsel Tom Fisher, associates Rick Wright and Alex Thams. Finance matters were handled by private equity infrastructure finance partner Paul Hibbert and counsel Emma Serginson.

MacArthur said: ‘This deal demonstrates our continued proficiency advising the largest global private equity clients on their strategic investments in infrastructure assets.’

White & Case advised Antin out of London. Caroline Sherrell led the team, assisted by associates Heidi Blomqvist and Johanna Wagner.

charles.avery@legalease.co.uk

This story first appeared on Legal Business.

Pundits on the apparently unceasingly bullish deal markets have become well-versed in pointing to sectors that have particularly been stoked by altered habits wrought by the coronavirus pandemic, with varying degrees of credibility. Nevertheless, scrolling through the mass of deals announced in the past week or so, one in particular stands out as indubitably part of that trend – the acquisition by Netflix of The Roald Dahl Story Company Limited – which manages the literary works, copyrights and trade marks of the internationally renowned author.

Indeed, the rationale (and value) of the transaction is plain to see in a world where complaints of having run out of things to watch on the now-ubiquitous television and film streaming giant has become a common refrain among peers and clients alike.

The transaction entitles Netflix rights to the entire literary estate of Dahl, which includes iconic novels and short stories for children and adults, including Charlie and the Chocolate Factory, Esio Trot, Fantastic Mr Fox, The BFG, James and the Giant Peach, Matilda, The Twits and The Witches.

For Netflix, which has an existing relationship with The Roald Dahl Story Company on certain licensing agreements, the acquisition is a logical next step as it strives to have a steady stream of new and refreshed content on its platform to meet heightened demand and attract a wider audience.

Skadden advised Netflix on the deal with a team led out of London by Simon Toms and including tax partner Alex Jupp, IP, IT, data protection & cybersecurity counsel Eve-Christie Vermynck and banking partner Clive Wells. The team also included Brussels antitrust partner Bill Batchelor and IP & tech partner Ken Kumayama in Palo Alto.

Taylor Wessing advised the Roald Dahl Story Company with a team led by James Goold while US advice was provided by Wilson Sonsini, led by Mark Holloway.

Elsewhere, Bain Capital Private Equity’s €1.7bn acquisition from Rolls-Royce of ITP Aero, an engine and gas turbine manufacturer, proved a complex mandate for Kirkland & Ellis, Latham & Watkins and Eversheds Sutherland.

The deal saw Bain lead a consortium of Spanish and Basque companies, including SAPA and JB Capital, to acquire the asset, requiring buy-in from a number of stakeholders, including the Spanish government.

The sale is part of Rolls-Royce’s disposal programme announced in August 2020 to raise proceeds of at least £2bn, and is consistent with the company’s strategy of reducing capital intensity while maintaining a key long-term strategic supply relationship. The €1.7bn proceeds will be used to rebuild the Rolls-Royce balance sheet in line with its medium-term ambition to return to an investment grade credit profile. The transaction has been approved by the board of Rolls-Royce and is expected to close in the first half of 2022. Bain also said it was open to offers from further Spanish and Basque industrial partners to join the consortium with 30% of the equity until mid-2022.

Advising Bain was longstanding adviser Kirkland, with a London team led by corporate partners Rory Mullarkey and Jacob Traff and including debt finance partners Neel Sachdev and Eric Wedel, as well as capital markets partner Tim Cruickshank.

Latham & Watkins advised the banks with a team headed by Mo Nurmohamed, the firm’s co-chair of the London finance department.

Another notable transaction saw the £1.1bn acquisition of Blue Prism Group by Bali Bidco, a newly-created investment vehicle indirectly owned by funds managed by Vista Equity Partners.

Blue Prism is a robotic process automation provider with users globally in around 2,000 businesses, including Fortune 500 companies. The platform provides systems, cognitive tools, applications and technologies, including AI, machine learning, OCR and the Blue Prism Digital Exchange, a set of automation components available to business users.

Vista invests exclusively in enterprise software, data and technology-enabled organisations. The buyer plans to transfer Bidco to TIBCO Software, a portfolio company of Vista, when the deal closes.

Simpson Thacher acted for Bali Bidco, the Vista Funds and TIBCO on the transaction, with a London-based team led by M&A partner Ben Spiers. Ashurst advised Goldman Sachs, the financial adviser to TIBCO, with the team led by finance partner Tim Rennie and corporate partner Tom Mercer.

Meanwhile with an ESG angle, Macfarlanes won a role advising on the launch of Octopus Investments’ fund operated by FundRock Partners, its first retail fund with a sustainable investment mandate.

The fund aims to back innovative firms whose activities align with the United Nations Sustainable Development Goals and at the same time deliver long-term growth. As ESG accountability ramps up for all major businesses, the delivery of data and an annual report will help investors interpret the actions of investee companies.

The Macfarlanes team was led by investment management partner Lora Froud.

Finally, and in a similar vein, Freshfields Bruckhaus Deringer advised SSE Renewables, the developer, owner and operator of renewable energy, on an agreement with Japanese developer Pacifico Energy on a JV to create offshore wind projects in Japan. The project is in line with Japan’s offshore wind targets of 10GW by 2030 and 30-45GW by 2040 as it seeks to decarbonise and achieve greater energy independence.

The Freshfields team was led by partners Nick Jones, David Mendel, Helen Buchanan and Peter Clements in London, partners Takeshi Nakao, Kaori Yamada in Tokyo, and partner Thomas Ng in Hong Kong.

nathalie.tidman@legalease.co.uk

This article first appeared on Legal Business.