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Nordic
For decades, Cleary Gottlieb has advised various parties in groundbreaking matters in the Nordic region, including major privatization transactions and some of the region’s largest initial public offerings. Our principal areas of practice in this region include capital markets, mergers and acquisitions, joint ventures, antitrust and competition matters, and arbitration under the rules of the Stockholm Chamber of Commerce (SCC).
Our firm’s relationships with leading Nordic-based organizations extend to the region’s most significantly developed industries, including airlines, automotive, banking and finance, high technology, pulp and paper and telecommunications. As a region that is particularly receptive to foreign trade, we also routinely advise our global clients with business interests in the Nordic region, including financial institutions as underwriters and financial advisors, as well as private equity firms in their investments. Additionally, we have also advised the Swedish government on a number of privatizations, and were the lead negotiator for resolving Iceland's dispute with the Governments of the UK and the Netherlands regarding the Icesave matter.
We regularly work on transactions in Denmark, Finland, Norway and Sweden alongside local firms with which we have close and longstanding relationships. As a fully integrated international firm, we are particularly adept at advising on cross-border matters involving multiple jurisdictions.
May 17, 2012
Cleary Gottlieb is representing Agilent Technologies, Inc. in its $2.2 billion acquisition of Danish cancer diagnostics company Dako A/S from EQT, the Sweden-based private equity group.
The transaction, which was announced on May 17 and is Agilent's largest ever acquisition, is expected to close within 60 days pending regulatory clearances.
Agilent is the world's premier measurement company and a technology leader in chemical analyses, life sciences, electronics and communication. Dako is a global leader in tissue-based cancer diagnostics, providing know-how, reagents, instruments and software to hospitals and research laboratories in more than 100 countries worldwide. Agilent's strategy in acquiring Dako is to strengthen its presence in life sciences while combining with a complementary company to produce revenue synergies.
Jun 28, 2011
Cleary Gottlieb is representing Stanley Black & Decker in its offer to acquire all of the outstanding common stock and warrants of Niscayah, a leading commercial security and monitoring company specializing in electronic security services and solutions based in Stockholm, Sweden, for SEK18.00 per share in cash. The total transaction value, including assumed financial debt, would be SEK7.6 billion (USD$1.2 billion). The independent committee of Niscayah's Board has unanimously recommended that Niscayah shareholders and warrant holders accept the offer. Niscayah shareholders representing approximately 19.5% of Niscayah shares have committed to accept the offer under certain conditions. The transaction is expected to close in September 2011. In May, Securitas AB had launched an offer to acquire Niscayah.
Aug 14, 2009
Cleary Gottlieb represented Goldman, Sachs & Co., as lead manager and sole underwriter, in the offering of $1 billion in floating rate global notes by Aktiebolaget Svensk Exportkredit (Publ) (Swedish Export Credit Corporation, or "SEK") . The five-year notes, issued under SEK's automatic shelf registration statement and forming part of SEK's Medium Term Notes, Series E, are unsecured, unsubordinated debt securities that offer investors an interest rate of three-month U.S. dollar LIBOR (reset quarterly) plus 0.75%. The notes are expected to be listed on the London Stock Exchange’s regulated market. The transaction closed on August 14.
SEK engages in financing activities directly related to Swedish exports of goods and services, and promotes Swedish commerce and industry by providing competitive long-term credit. SEK is wholly owned by the Swedish State, but its notes are not obligations of the Kingdom of Sweden. Cleary Gottlieb has long served as designated underwriters' counsel with respect to SEK's SEC-registered Medium Term Note program, both in respect of "benchmark" transactions such as this one, and SEK's more frequent issuances of structured notes linked to a variety of indexes or other measures. SEK has been among the most active foreign private issuers of SEC-registered debt securities in recent years.
May 05, 2009
Cleary Gottlieb is advising Q-Cells SE in the merger of its subsidiary Sontor GmbH with Sunfilm AG to become one of the world’s leading providers of thin film solar cells. Under this new joint venture, Q-Cells will merge its subsidiary Sontor GmbH with Sunfilm AG, which is held by Good Energies, a leading global investor in the renewable energy and energy efficiency industries having its main office in Switzerland, and NorSun, a Norwegian solar energy company. The merger is subject to approval by European antitrust authorities.
The new joint venture, which will be named (the new) Sunfilm AG, will assume a leading role in the development of thin film solar technology. Q-Cells will hold 50%, Good Energies approximately 35% and NorSun AS approximately 15% of the shares of the new Sunfilm AG. The joint venture will have nearly 400 employees at two production sites in the new German states.
Sontor and Sunfilm produce tandem junction silicon-based thin film solar cells – an innovative product in the photovoltaic industry which can produce a high energy output despite requiring low amounts of the expensive raw material silicon.
Cleary Gottlieb has already advised Q-Cells in various transactions, for example as borrower in a revolving bridge facility in May 2008 and March 2009, in an offering of convertible bonds in February 2007 and in its IPO in 2005.
Nov 05, 2010
Cleary Gottlieb acted as U.S. counsel to the joint bookrunners ABG Sundal Collier, Citi and BofA Merrill Lynch in the separation and offering of shares of Statoil Fuel & Retail. SFR, the retail fuel and convenience business of Norwegian oil and gas company Statoil, was separated from Statoil on October 1. The separation was followed by a public offering in Norway, Sweden and Denmark and an institutional offering outside Norway, Sweden and Denmark of 138 million (including shares issued upon exercise of the over-allotment option), or 46%, of SFR’s shares. The offer price was NOK 39 per share. The offering closed on October 27 and the closing for the shares sold upon exercise of the over-allotment option was on November 5.
SFR is a leading Scandinavian road transportation fuel retailer with over 100 years of operations in the region. SFR also has retail operations in Poland, Latvia, Lithuania, Estonia and Russia. In addition to the sale of transportation fuel, SFR also has a market-leading fuel station convenience business. SFR is also involved in the sale of stationary energy (mainly heating oil, kerosene, LPG and heavy fuel for industrial purposes) and marine fuel (marine gasoil and heavy fuel) as well as aviation fuel, lubricants and chemicals.
Feb 04, 2008
Cleary Gottlieb represented Prima Industrie S.p.A. in its acquisition of Finn-Power Oy from the private equity fund EQT for an enterprise value of €170 million. The deal closed on February 4.
The acquisition creates a group with revenues of €400 million in 2007, 10 manufacturing plants and more than 1,700 employees worldwide.
The Finn-Power group specializes in sheet metal working technology. It is based in Finland, with subsidiaries in Italy, Germany, France, Belgium, Spain, the United States and Canada.
Prima Industrie is a worldwide leader in the field of high-power laser machines for industrial applications and is listed on the Italian Stock Exchange.
#2 in Nordic M&A
Thomson Reuters (2010 Rankings)
(completed, value)
"The firm is often top of the list for work with governments in many jurisdictions and operates at the highest level for multinational companies."
"Interviewees laud Cleary Gottlieb for its consistently high quality of work and its helpful partners and associates. The firm is able to deal with multifaceted and international issues, including behavioral and merger work covering the whole continent."
Chambers Europe (2010)
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