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M&A-Transaktionen, Joint Ventures
Cleary Gottlieb berät regelmäßig in- und ausländische Unternehmen und Finanzinstitute zu bedeutenden M&A-Transaktionen, die innovative Strukturen und kreative Lösungsansätze erfordern. Unsere M&A-Praxis in den Vereinigten Staaten, Europa, Asien und Lateinamerika umfasst dabei nationale und internationale Transaktionen, für die wir aufgrund unserer Erfahrung und unserer globalen Präsenz besonders gut aufgestellt sind. Viele M&A-Partnerinnen und -Partner von Cleary Gottlieb werden regelmäßig mit sogenannten „Headline Deals“ betraut und gelten in ihren Länder als führend, was unter anderem durch entsprechende Rankings von Chambers oder JUVE belegt wird. Die Kanzlei zeichnet sich durch ihre Expertise im lokalen Recht aus und ist mit den Geschäftsusancen verschiedenster Branchen bestens vertraut.
Zu unseren regelmäßigen Mandaten zählen insbesondere Akquisitionen, Übernahmen und Joint Ventures. Unsere Anwältinnen und Anwälte verstehen die geschäftlichen Belange unserer Mandanten und messen ihren Erfolg daran, diese Belange im Rahmen einer konkreten Transaktion optimal zu wahren. Dabei kann unser M&A-Team auf die gesamten Ressourcen der Kanzlei zugreifen und bei Bedarf unsere Spezialisten für die Bereiche Gesellschaftsrecht, Kapitalmarktrecht, Finanzierungen, Steuerrecht sowie Vergütungsfragen einbeziehen.
Zu unseren bisherigen Mandaten zählen insbesondere:
- die Vertretung vieler bedeutender Finanzinstitute bei M&A-Transaktionen,
- die Beratung großer Private-Equity-Fonds bei Leveraged Buyouts und anderen M&A-Transaktionen,
- die Beratung von Organen größerer Unternehmen bei Transaktionen, die einen Kontrollwechsel oder ein Delisting zum Ziel haben,
- die Vertretung namhafter Technologieunternehmen bei zahlreichen Unternehmenskäufen,
- die Vertretung des Erwerbers bei der ersten Übernahme einer italienischen Bank durch ein ausländisches Unternehmen,
- die Beratung bei einigen der bislang größten Übernahmen in Deutschland,
- die Beratung im Rahmen der bislang größten Beteiligung eines ausländischen Unternehmens an einer chinesischen Gesellschaft,
- die Beratung des Erwerbers bei einem innovativen Übernahmeangebot aufgrund der neuen M&A-Regeln der US-amerikanischen Börsenaufsicht SEC,
- die Beratung bei bedeutenden Transaktionen in der Werbe-, Marketing- und PR-Branche,
- die Vertretung des ersten Erwerbers, der erfolgreich ein feindliches Übernahmeangebot im Anwendungsbereich des Übernahmeschutzgesetzes des US-Bundesstaates Delaware durchführte sowie
- die Beratung bei vielen bedeutenden inländischen und internationalen Joint Ventures.
Kurzfassung »
Aug 18, 2010
Cleary Gottlieb is advising BHP Billiton in connection with its $40 billion all-cash offer to acquire Potash Corporation of Saskatchewan.
BHP Billiton is a global leader in the resources industry occupying significant positions in major commodity businesses, including aluminium, energy coal and metallurgical coal, copper, manganese, iron ore, uranium, nickel, silver and titanium minerals, as well as having substantial interests in oil, gas, liquefied natural gas and diamonds. PotashCorp is the world's largest fertilizer enterprise by capacity producing the three primary plant nutrients and a leading supplier to three distinct market categories: agriculture, animal nutrition and industrial chemicals.
Mar 08, 2010
Cleary Gottlieb is representing Citigroup and Goldman Sachs, as financial advisors to AIG, in the sale of AIG's international life insurance subsidiary, American Life Insurance Company (known as "ALICO"), to MetLife. The transaction is valued at approximately $15.5 billion, including $6.8 billion in cash and the remainder in equity securities of MetLife. AIG has announced that the cash portion of the proceeds from this sale will be used to reduce the liquidation preference of the Federal Reserve Bank of New York in the special purpose vehicle formed by AIG and the FRBNY to hold ALICO. The deal was announced on March 8.
Apr 26, 2010
Cleary Gottlieb is representing Dollar Thrifty Automotive Group in its acquisition by Hertz Global Holdings, Inc. The transaction was announced on April 26 and is subject to customary closing conditions and regulatory and other approvals.
Through its Dollar Rent A Car and Thrifty Car Rental brands, Dollar Thrifty has been serving value-conscious travelers since 1950. Dollar Thrifty maintains a strong presence in domestic leisure travel in virtually all of the top U.S. and Canadian airports, and also derives a significant portion of its revenue from international travelers to the United States under contracts with various international tour operators. Dollar and Thrifty have approximately 300 corporate locations in the United States and Canada, with approximately 6,000 employees located mainly in North America. In addition to its North American operations, the company maintains global service capabilities through an expansive international franchise network of over 1,250 franchises in 81 countries.
Hertz is the largest worldwide airport general use car rental brand operating from more than 8,200 locations in 146 countries worldwide. Hertz is the number one airport car rental brand in the United States and at 78 major airports in Europe, operating both corporate and licensee locations in cities and airports in North America, Europe, Latin America, Asia, Australia and New Zealand. In addition, the company has licensee locations in cities and airports in Africa and the Middle East.
Jan 11, 2010
Cleary Gottlieb is representing Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) in the strategic exchange of its beer operations for 43,018,320 shares of Heineken Holding N.V. and 72,182,203 shares of Heineken N.V., which together constitute a stake of up to 20% in Heineken. Heineken will also assume approximately $2.1 billion in debt and pension liabilities. The total value of the transaction is approximately $7.35 billion, with a portion of the shares to be delivered over the next five years. The signing occurred on January 11 and the transaction is expected to close in the second quarter.
The all-share transaction marks the first time since 1968 that Heineken has issued shares for an acquisition. The transaction will significantly expand Heineken's position in Latin America, particularly in Mexico and Brazil. FEMSA will continue to influence the industry through its right to appoint two non-executive representatives to the Supervisory Board of Heineken and one director of the board of Heineken Holding. In addition, FEMSA will appoint the Chairman of a newly formed Americas Committee within Heineken's Board.
Sep 30, 2009
Cleary Gottlieb represented A2A S.p.A. in the acquisition of a 44% stake in EPCG, the state-owned Montenegrin energy company. The deal, which closed on September 30, was consummated after A2A placed the winning bid in the public auction held by the Government of Montenegro for the privatization of EPCG.
The transaction was carried out in multiple steps, including via block trade transactions executed directly on the Montenegro Stock Exchange and, after winning the auction, by purchasing part of the Montenegrin Government’s shares in EPCG, subscribing to a reserved capital increase and purchasing shares from minority shareholders. The aggregate purchase and subscription price paid by A2A in connection with the transaction was €436 million.
The agreement entered into between A2A and the Government of Montenegro (which retains a 55% stake in EPCG) includes several provisions regulating the governance and management of the company.
Mar 02, 2010
Cleary Gottlieb teams are playing two roles in the acquisition by The Coca-Cola Company of the North American bottling operations of Coca-Cola Enterprise. One Cleary Gottlieb team is representing The Coca-Cola Company on U.S. and European antitrust matters, while a separate Cleary Gottlieb team is representing Goldman, Sachs & Co., as financial advisor to The Coca-Cola Company. In connection with the transaction, CCE’s European bottling operations will be separated into a new corporation that will be held by the existing holders of CCE stock other than The Coca-Cola Company. In exchange for the North American bottling operations of CCE, The Coca-Cola Company will, among other things, surrender its ownership of CCE stock, valued at approximately $3.4 billion, and assume approximately $8.8 billion of CCE debt. The Coca-Cola Company has also agreed in principle to sell to CCE its bottling operations in Norway and Sweden for approximately $800 million.
The Coca-Cola Company is the world’s leading owner and marketer of nonalcoholic beverage brands and the world’s largest manufacturer, distributor and marketer of concentrates and syrups used to produce nonalcoholic beverages. CCE is the world’s largest manufacturer, seller and distributor of nonalcoholic beverages.
CCE is the leading distributor of Coca-Cola beverages and distributes products in 46 states, 10 Canadian provinces, the Caribbean, and six European nations.
Jan 19, 2010
Cleary Gottlieb is representing Goldman Sachs International, Morgan Stanley & Co. Limited and UBS Investment Bank as joint financial advisors to Cadbury plc in connection with a recommended takeover bid by Kraft Foods, Inc.
Kraft’s renewed offer of January 19 values Cadbury at a total of approximately $19 billion. The offer comprises mixed cash and share consideration of 500 pence plus 0.1874 Kraft shares, representing, in aggregate, 840 pence per Cadbury share.
Cadbury’s board of directors originally rejected as “derisory” Kraft’s unsolicited December 4 offer of 300 pence plus 0.2589 Kraft shares for each Cadbury share, which valued Cadbury at a total of approximately $16.7 billion.
Kraft’s offer will remain open to shareholders until 1.00 p.m. (London time) on February 2.
May 05, 2010
Cleary Gottlieb is representing the Special Committee of the Board of Directors of Interactive Data Corporation in the leveraged buyout of the company by a private equity consortium of Silver Lake and Warburg Pincus. The all-cash merger, which is expected to close by the end of the third quarter, is valued at $3.4 billion and marks the largest financial sponsor LBO of 2010. Each share of Interactive Data will convert into $33.86 at the closing. Pearson plc, the majority stockholder of Interactive Data, approved the transaction by written consent in lieu of a meeting. Four banks have committed to provide debt financing to the consortium of Silver Lake and Warburg.
Interactive Data Corporation provides financial information to subscribers that include thousands of financial institutions and active traders, as well as hundreds of software and service providers.
Mar 19, 2010
Cleary Gottlieb represented Nortel in closing the sale of the optical networking solutions and carrier ethernet switching segments of Nortel’s Metro Ethernet Networks business to Ciena Corporation. The sale includes units in North America, the Caribbean, Latin America, Asia, Europe, the Middle East and Africa and is the third major Nortel sale to close of five major sales approved in Nortel’s insolvency proceedings. The closing took place on March 19.
In November, Ciena emerged as the winning bidder for these assets following a three-day bankruptcy auction held at Cleary Gottlieb, ultimately paying cash consideration of approximately $774 million, subject to working capital adjustments—significantly higher than its stalking horse bid, which included equity consideration.
Nortel has been a client of Cleary Gottlieb for more than 20 years. Cleary Gottlieb is currently acting as U.S. bankruptcy counsel to Nortel and its affiliates in their U.S. Chapter 11 proceedings, which are closely coordinated with proceedings in Canada, the United Kingdom and France. Cleary Gottlieb has represented Nortel in a number of recent transactions, including the sale of its CDMA business and LTE Access assets to Telefonaktiebolaget LM Ericsson, which closed in November 2009, and the sale of the Enterprise Solutions business to Avaya, which closed in December 2009. Cleary Gottlieb is also representing Nortel in connection with the sale of its GSM business to Telefonaktiebolaget LM Ericsson and Kapsch Carriercom, which closed on March 31, and the sale of its CVAS Business to GENBAND, which has not yet closed.
Nov 11, 2009
Cleary Gottlieb is representing Hewlett-Packard, the computer industry giant, in its acquisition of 3Com Corporation, a leading provider of networking, switching, routing and security solutions. The 3Com acquisition has an enterprise value of $2.7 billion. The deal was announced on November 11 and is expected to close in the first half of 2010.
The transaction unites two of the most storied names in computing. Cleary Gottlieb previously represented HP in its $13.9 billion acquisition of Electronic Data Systems Corporation in 2008 and in its 2007 acquisitions of Neoware and Opsware.
Feb 26, 2010
Cleary Gottlieb represented TPG in connection with its $5.9 billion leveraged acquisition, together with CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health Incorporated, which closed on February 26. The deal is one of the largest leveraged buyouts completed since the onset of the financial crisis. Cleary Gottlieb advised TPG on intra-consortium matters and advised the consortium on European competition law matters.
IMS Health Incorporated, headquartered in Norwalk, Connecticut, is the leading global provider of market intelligence to the pharmaceutical and healthcare industries.
Nov 09, 2009
Cleary Gottlieb is representing Google in its pending $750 million acquisition of AdMob, a mobile display advertising technology provider. The transaction was announced on November 9.
Sep 22, 2008
Cleary Gottlieb represented Barclays in its agreement to acquire Lehman Brothers' North American investment banking and capital markets businesses.
May 13, 2009
BNP Paribas Group has successfully completed its acquisition of Fortis Bank, making BNP Paribas the largest bank in the Eurozone by deposits. The final aspects of this extremely complex transaction, which involved government bodies and financial supervisory authorities across several jurisdictions, negotiations with the European Commission, and fierce litigation by opponents of the transaction, closed on May 13 after eight months.
In the transaction, Cleary Gottlieb represented BNP Paribas in its acquisitions of approximately 75% of Fortis Bank and a majority stake in Banque Générale du Luxembourg, and on the acquisition of 25% of Fortis Insurance Belgium by Fortis Bank, as well as the simultaneous defeasance of a portfolio of structured products from Fortis Bank worth about €11.5 billion.
The firm fielded a large team spanning multiple offices, including Paris, Brussels, London, New York and Washington, and practice groups, including corporate, finance, regulatory, competition and tax.
Jan 09, 2009
Cleary Gottlieb represented TPG Capital and GS Capital Partners in connection with the sale of Alltel Corporation to Verizon Wireless. Verizon Wireless paid approximately $5.9 billion for the equity of Alltel and assumed approximately $22.2 billion of Alltel’s debt, net of cash. The transaction was announced on June 5, 2008, and closed on January 9. The U.S. Department of Justice approved the transaction in October 2008, the Federal Trade Commission approved it in early November 2008 and the Federal Communications Commission in early December 2008.
Verizon Wireless is the joint venture of Verizon Communications and Vodafone. The sale of Alltel increased the number of Verizon Wireless customers to more than 83.7 million, making it the largest wireless carrier in the country. Approximately 2.1 million of those customers are in markets that will be divested by Verizon Wireless in the coming months, as required by the DOJ and the FCC as a condition of the merger approval. The sale took place just over a year after TPG Capital and GS Capital Partners acquired Alltel.
TPG Capital is a leading private investment firm with more than $50 billion of capital under management. GS Capital Partners is The Goldman Sachs Group, Inc.’s private equity vehicle and a global leader in corporate equity investing.
#1 in Global M&A
Thomson Reuters (First Half 2010)
(Completed, value)
#1 in Global M&A Involving Insolvent Companies
FactSet Mergerstat, 2007 - 2009
(Announced, value)
#1 in U.S. M&A Involving Insolvent Companies
FactSet Mergerstat, 2007 - 2009
(Announced, value)
Grand Prix Award
(BNP’s acquisition of Fortis)
Club des Trente, 2010
Best M&A Deal of the Year
(Publicis’ acquisition of Razorfish)
Club des Trente, 2010
European M&A Deal of the Year
(PartnerRe’s acquisition of Paris Re)
International Financial Law Review (2010)
Two of the Top Ten Global Oil & Gas M&A Deals of the Year
(ExxonMobile’s acquisition of XTO Energy and Gazprom’s acquisition of a stake in JSC Gazprom Neft)
Legal Business (2010)
Best Cross-Border M&A Deal of the Year
(CSN’s sale of Namisa)
LatinFinance (2010)
Best Syndicated Loan of the Year, Latin American Loan of the Year
(Grupo Bimbo’s acquisition financing for Weston Foods)
LatinFinance (2010), International Financing Review (2010)
Telecom Deal of the Year
(Nortel’s asset sales)
Investment Dealers’ Digest (2010)
M&A Deal of the Year
(Fiat’s acquisition of Chrysler)
Investment Dealers’ Digest (2010)
Two of the Top Ten Business Deals of the Year
(HP’s acquisition of EDS and Google’s acquisition of AdMob)
TIME (2009)
Americas M&A Deal of the Year
(Barclays' acquisition of Lehman Brothers' assets)
International Financial Law Review (2009)
Russia M&A Advisor of the Year
Financial Times and mergermarket M&A Awards (2009)
Russia M&A Adviser of the Year
Acquisitions Monthly (2009)
#4 in U.S. M&A (Announced, value)
mergermarket (2009)
#4 in Global Private Equity M&A (Announced, value)
Bloomberg (2009 Rankings)
#4 in Worldwide M&A (Completed, value)
Thomson Reuters (2009 Rankings)
#3 in Eastern European M&A (Completed, value)
Thomson Reuters, (2009 Rankings)
#1 in Russian M&A (Completed, value)
Thomson Reuters (2009 Rankings)
“Cleary Gottlieb is one of the finest outfits currently operating in the region and is noted for its long-term commitment to Latin America. … ‘You can always depend on what the lawyers at Cleary say; they get to know our company and the region inside-out. The finished product is always of the highest quality.’”
“Cross-border transactions are central to the workload of this international firm, and its strong ties to major financial institutions provide it with a bedrock of large-scale deals.”
Chambers Global (2010)
“Cleary Gottlieb represents both buyers and sellers on a wide range of corporate matters including public and private company acquisitions, dispositions, takeovers and proxy contests. It is best known for the international dimension to its practice. The firm is especially well regarded for its Latin American M&A offering, which is primarily conducted out of the New York office. Elsewhere, the group is a popular choice for European and Asian clients entering the domestic US market. … ‘Internationally there is no better firm. They have the consistency and quality, and the lawyers are not only incredibly smart but also skillful and creative.’”
Chambers USA (2010)
“Clients compliment this responsive, inventive and creative team, which benefits from a long-standing and impressive track record in corporate, M&A and capital markets matters.’”
Chambers Europe (2010)
“‘You can always depend on what the lawyers at Cleary say; they get to know our company and the region inside-out. The finished product is always of the highest quality,’ clients say.”
Chambers Latin America (2010)
“One of the first US firms to establish itself in Europe and the UK, Cleary has some of the finest M&A and financing talent around, thanks to its commitment to excellence.”
Chambers UK (2010)
“The firm’s close links to financial institutions has meant its expertise has been highly sought after in light of recent world events.”
Chambers Global (2009)
“‘Always a force to be reckoned with, Cleary Gottlieb deserves the utmost respect from opposing sides in deals.’ This formidable international firm serves a significant number of financial institutions, and the Washington, D.C. group works closely with the larger New York office on several cross-border transactions.”
Chambers USA (2009)
“The firm receives praise from clients for its ‘amazing international presence’ in Europe that distinguishes it from its top-tier M&A competitors, but its size is not detrimental to ‘excellent and timely service.’ Clients say that the practice’s ‘work is always responsive and the advice is practical. The lawyers understand that the goal is to find solutions in addition to identifying legal issues.’”
The Legal 500 – US (2009)
“The ‘always available’ Cleary Gottlieb Steen & Hamilton LLP houses a team of ‘really excellent professionals’ that leaves clients feeling ‘absolutely satisfied’ with the results.”
The Legal 500 – Europe, Middle East and Africa (2009)
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