Nearly one-third of 400 senior executives at large companies polled by The Economist Intelligence Unit on behalf of the Magic Circle firm put Western Europe as their top destination for M&A over the next two years. (Click here for Clifford Chance’s portal to the 36-page report.)
“There is no doubt that the European M&A market has had a difficult few years since the global financial crisis took hold,” said a statement by Clifford Chance global head of corporate Matthew Layton. “However, the survey results indicate why we may now be approaching a turning point.”
Layton cites the “timeless” and “enduring advantages” of European businesses, which those surveyed attributed to advanced technology and infrastructure, as well as stable legal and regulatory systems.
Which firms will benefit the most from a potential rebound in European transactional work remains to be seen, but Clifford Chance is off to a good start, recently advising French conglomerate Carrefour on the $683.1 million sale of a 25 percent stake in its Middle Eastern joint venture as it prepares to expand its horizons elsewhere.
Clifford Chance M&A partners Mathieu Remy and Dessislava Savova in Paris led a team from the firm advising Carrefour on the deal that includes M&A partner Nigel Wellings, corporate counsel Marianne Pezant, and associates Justine Souchay, Alexander Kennedy, and Roxana Ghiassee. Clifford Chance has previously counseled suburban Paris-based Carrefour, the world’s second-largest retailer behind Wal-Mart, having handled its spin-off of the Dia discount store chain in 2011.
Franck Tassan serves as group general counsel for Carrefour, which has been hit hard by recessions in Italy and Spain. Last year Clifford Chance and Baker & McKenzie advised Carrefour on the $318.3 million sale of its Malaysian unit to Japanese retail giant Aeon, according to U.K. publication Legal Week. The Am Law Daily also reported last October on Baker’s role advising Carrefour on the $2.5 billion sale of its Colombian businesses to Chile’s largest retailer Cencosud.
Baker, the world’s second-largest firm by attorney head count, recently grabbed a role representing Belgian investor Groupe Bruxelles Lambert on its $2.6 billion purchase of a 15 percent stake in Swiss product inspection company SGS from Exor, the investment arm of the Agnelli family, the principal shareholder in Italian automaker Fiat.
Martin Anderson, a partner in Baker’s Geneva office, is serving as outside counsel to GBL on the deal. The Brussels-based investment firm, which owns stakes in several large European industrial companies, is also relying on an in-house team led by general counsel Ann Opsomer and legal adviser Priscilla Maters.
Meanwhile, Allen & Overy has taken the lead for longtime client Lloyds Banking Group on two major transactions. Last week the London-based banking giant sold off its international private banking arm to Swiss wealth management specialist Union Bancaire Privee for $150 million and raised another $5 billion through the sale of a U.S. portfolio of mortgage-backed securities to several American investors, including Goldman Sachs.
A&O structured finance partner David Wainer in London and Lloyds in-house lawyer Pania Kouris handled the MBS deal, which comes as the British bank seeks to dispose of nonessential assets and raise capital to boost its reserves. Duncan Bellamy, an M&A partner with A&O in London, is counseling Lloyds on the sale of its private bank to UBP along with in-house senior corporate counsel Krishna Raman.
Lloyds hired Andrew Whittaker, a former legal chief for U.K. financial regulator the Financial Services Authority, as its new group general counsel in December. Whittaker’s predecessor at Lloyds, Harry Baines, retired last year.
Looming on the European M&A horizon is a major transatlantic takeover battle between Irish drug maker Elan and would-be acquirer Royalty Pharma, which raised its hostile bid for the target Friday to roughly $8 billion.
New York–based Royalty Pharma, which is being advised by Akin Gump Strauss Hauer & Feld, Davis Polk & Wardwell, and Irish firm Matheson, initially made a $6.6 billion bid for Dublin-based Elan in February. (Former Davis Polk associates Alexander Kwit and George Lloyd serve as executive vice presidents of Royalty Pharma.) But Elan, advised by teams of lawyers from Cadwalader, Wickersham & Taft and Irish firm A&L Goodbody, rejected that offer in April and nixed a revised bid in May.
That same month, Cadwalader and A&L Goodbody advised Elan as it essentially sought to pick up a poison pill by agreeing to pay $1 billion for a 21 percent stake in a royalty stream of four respiratory drugs controlled by biotechnology company Theravance in partnership with London-based drug giant GlaxoSmithKline. Skadden, Arps, Slate, Meagher & Flom, and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian are advising Theravance on the proposed royalty agreement. (Gunderson founding partner Robert Gunderson Jr. is an independent member of the board at Theravance, whose general counsel is former Brobeck, Phleger & Harrison partner Bradford Shafer.)
The New York Times’s DealBook reported this week on the creative efforts by Elan to remain independent. Earlier this year, Elan also agreed to the $3.25 billion sale of its stake in the multiple sclerosis drug Tysabri to Biogen Idec in another deal that landed roles for Cadwalader and A&L Goodbody, according to our previous reports. A former senior corporate partner at A&L Goodbody, John Given, was named Elan’s general counsel in February. (Given’s predecessor John Moriarty Jr. left Elan in December and is now the top in-house attorney at Cheshire, Connecticut–based Alexion Pharmaceuticals.)
Royalty Pharma, which is also known as RP Management, is working with JPMorgan Chase and Bank of America/Merrill Lynch in order to finance its proposed purchase of Elan. The two financial advisers are relying on the outside counsel of teams of lawyers from British firm Ashurst, Irish shop Mason Hayes & Curran, and Fried, Frank, Harris, Shriver & Jacobson.