Lawyers from several international and European firms are advising on a deal that will see German auto giant Daimler sell half its stake in the European Aeronautic Defense and Space Company (EADS) to a development bank owned by the German government for $2.2 billion.
The deal, which occurs about two months after merger talks between EADS and British defense firm BAE Systems collapsed due to political concerns, effectively makes the German government a direct shareholder in EADS along with the governments of France and Spain.
The Spanish government holds a 4 percent stake in Leiden, Netherlands–based EADS, while the governments of France and Germany will now hold equal stakes of roughly 12 percent following the decision by Daimler and French conglomerate Lagardere to reduce their stakes.
While Paris-based Lagardere is planning a share buyback program, Stuttgart-based Daimler has sold half of its 15 percent stake in EADS to the Kreditanstalt für Wiederaufbau Bankengruppe (KfW), which serves as the investment arm of the German state. (German officials had announced in September that KfW would purchase the 7.5 percent stake in EADS from Daimler.) Daimler’s stake in EADS stems from its creation in 2000 through a merger of several European companies, including DaimlerChrysler Aerospace.
Advising Daimler on the deal are M&A partners Marc Lobbe and Jochem Reichert from German firm SZA Schilling, Zutt & Anschütz, formed in 2008 as a spin-off from Shearman & Sterling. Also advising Daimler are local firm Glade Michel Wirtz and the company’s in-house legal head of M&A Holger Jahn, according to German legal publication Juve. German politician and judge Christine Hohmann-Dennhardt was appointed to Daimler’s management board last year to serve as its head of integrity and legal affairs.
Freshfields Bruckhaus Deringer, itself formed through a 2000 megamerger between London-based Freshfields and two leading German-Austrian firms, is advising Frankfurt-based KfW on the deal through corporate partner Henning Oesterhaus. The Magic Circle firm has previously done work for EADS, handling its $960 million purchase last year of satellite communications services provider Vizada, according to our previous reports.
Rival Magic Circle firm Clifford Chance, French shop Darrois Villey Maillot Brochier, and Dutch firm NautaDutilh, all of which advised EADS on its ill-fated merger bid with BAE back in September, have reprised their roles advising the aerospace and defense giant on the change of its governance and shareholding structure.
Alain Maillot, a founding partner of Darrois Villey, is leading a team from the firm working on the matter that includes M&A partner Bertrand Cardi, corporate partner Christophe Vinsonneau and counsel Forrest Alogna, antitrust partners Didier Theophile and Igor Simic, and public law partner Henri Savoie.
Juve reports that Andreas Dietzel, regional managing partner of Clifford Chance’s German operations, is advising EADS along with corporate partner Arndt Stengel and counsel Matthias Will. EADS also hired Clifford Chance last month for an internal corruption probe over the sale of fighter jets to Austria after law enforcement authorities raided several company offices. Peter Kleinschmidt serves as EADS’s general counsel.
Davis Polk & Wardwell corporate partner Christophe Perchet, who joined the firm’s Paris office in 2007 from a leading local firm, is advising the French government on the reshuffling of EADS’s ownership apparatus. British publication The Lawyer reported in October that Davis Polk’s U.K. law practice had also landed a role advising the French government on the failed merger talks between EADS and BAE.
Corporate and M&A partners Derk Lemstra and Fons Leijten from Benelux firm Stibbe in Amsterdam are acting as cocounsel to the French government along with Davis Polk.
German firm Gleiss Lutz is fielding a team of lawyers in Berlin and Stuttgart led by M&A partners Ralf Thaeter, Gerhard Wegen, and Christian Steinke that are advising the German government on the ownership restructuring at EADS. M&A partners Paul Cronheim and Jan Willem Hoevers in Amsterdam from leading Dutch firm De Brauw Blackstone Westbroek are also advising the German state. (Linklaters is also representing several investment banks on the transaction, according to Juve.)
EADS is the parent company of Airbus, created more than a decade ago to compete with Boeing as the world’s largest manufacturer of commercial jumbo jets. The collapse of merger talks with BAE was a blow to legal and financial advisers on both sides, leading to political recriminations and calls for management changes at BAE. Freshfields, NautaDutilh, and Wachtell, Lipton, Rosen & Katz represented BAE on the aborted merger, according to our previous reports.
Philip Bramwell has served as group general counsel for the London-based military contractor since 2007, when he took over an in-house legal department grappling with an explosive foreign bribery investigation, according to a feature story at the time by sibling publication Corporate Counsel. Linklaters and Allen & Overy eventually helped BAE reach a $450 million settlement in 2010 with the U.S. Department of Justice and the U.K.’s Serious Fraud Office.