Dixons Retail, one of the U.K.’s largest appliance and electronics retailers, is joining forces with Carphone Warehouse Group in a 3.7 billion pound ($6.3 billion) all-stock deal. Magic Circle firms Linklaters and Freshfields Bruckhaus Deringer are representing Dixons and Carphone, respectively, while Carphone has also tapped U.K. firm Osborne Clarke for legal advice.
Current Dixons CEO Sebastian James is expected to head up the combined company, according to a Dixons press release. Carphone chairman Charles Dunstone and deputy chairman Roger Taylor will retain their titles of the merged entity, which will be known as Dixons Carphone, according to Osborne Clarke.
Dixons and Carphone announced in February that they had entered preliminary talks. The merger is designed to help both companies cut costs while also capitalizing on consumers’ increasing appetite for home appliances such as dishwashers that are controlled remotely by smartphones and other mobile devices. Carphone operates 2,000 stores in seven European countries, while Dixons—the larger of the two companies by valuation—has 943 stores in nine countries in addition to its online presence. The deal requires the approval of both companies’ shareholders as well as antitrust regulators.
“The ability to take what we have built in electrical retailing and add the profound expertise of Carphone Warehouse in connectivity would make us a leading force in retailing for a connected world,” James said in Thursday’s announcement of the deal.
The Linklaters team advising Dixons is led by corporate partner Aedamar Comiskey and includes antitrust partner Nicole Kar, finance partners Richard Holden and Patrick Sheil and employee benefits partners Gillian Chapman and Jean Lovett, as well as counsel Kate Kelleher. Also working on the deal are managing associates Dominic Kendal-Ward, Neil Pallender and Sibel Yilmaz, and associates Nikhil Dhokia and Ben Pykett.
Helen Grantham is Dixons’ company secretary and general counsel.
Freshfields finance partner Sean Lacey is advising Carphone. The firm would not make any further comment on the deal. Freshfields recently advised candy manufacturer Mars on its $2.9 billion acquisition of pet food brands from Cincinnati-based Procter & Gamble in April. Mars paid cash for the brands, which it plans to fold into its own pet care unit.
The Osborne Clarke team advising longtime client Carphone is led by corporate finance partner Jonathan King. Partner Simon Neill is providing antitrust advice, along with assistance from associate director Louise Grzasko, senior associates Katherine Kirrage and Jake Turcan and associate Rebecca Malone.
Carphone’s in-house legal team was led by general counsel Tim Morris.
Osborne Clarke advised Carphone Warehouse in 2012 in connection with the company’s reorganization of its joint venture with U.S. electronics and appliance retailer Best Buy and the return of capital to Carphone shareholders in a deal worth 838 million pounds at the time.
UBS and Deutsche Bank are advising Carphone Warehouse and Barclays and Citigroup are advising Dixons Retail, according to company documents.