Linklaters and Paul, Weiss, Rifkind, Wharton & Garrison landed lead roles on a since aborted $143 billion takeover bid for London-based Unilever plc by Pittsburgh-based Kraft Heinz Foods Co., a megamerger that would have united two of the world’s largest food companies.
Unilever, owner of brands like Hellmann’s mayonnaise, Lipton tea, Dove soap and Ben & Jerry’s ice cream, said over the weekend that it saw “no merit, either financial or strategic,” for its shareholders in the takeover attempt by Kraft Heinz. The latter was formed last year following a $40 billion merger between Kraft Foods Group Inc. and H.J. Heinz Co., a deal that generated lead roles for dozens of legal advisers.
In a filing with U.K. regulators on Feb. 17, Unilever stated that it was being represented by Linklaters on the approach by Kraft Heinz. Global corporate head Aedamar Comiskey, global consumer co-head Paul McNicholl and corporate partner Nick Rumsby are leading a team from the Magic Circle firm advising Unilever, according to sibling publication Legal Week, which also noted that Paul Weiss had secured a lead role for Kraft Heinz on the would-be transaction through M&A partner Scott Barshay.
Barshay, who did not return a request for comment, joined Paul Weiss last year in a high-profile lateral move from Cravath, Swaine & Moore. The American Lawyer recently reported on Paul Weiss’ strong financial performance in 2016, thanks in part to some new clients that Barshay has brought into the firm’s fold. While at Cravath, Barshay led a team from the firm advising H.J. Heinz on its acquisition of Kraft, a transaction backed by Warren Buffett’s Berkshire Hathaway Inc. and Brazilian private equity firm 3G Capital Inc. ( The American Lawyer reported last year on Barshay falling asleep at upscale New York eatery Le Bernardin during a celebratory dinner over the completion of the Kraft Heinz merger.)
James Savina, a former deputy general counsel and chief compliance officer at Kraft, now serves as general counsel and corporate secretary for the combined Kraft Heinz. He did not return a request for information about the identity of the company’s outside legal advisers on its bid for Unilever. But Barshay’s former firm, Cravath, was likely conflicted out of any potential role advising Kraft Heinz given its previous work for Unilever.
The American Lawyer reported in 2014 on Cravath’s role representing Unilever on the $2.15 billion sale of its pasta sauce business. Cravath has handled several other notable deals for Unilever, including the $700 million sale in 2013 of the company’s Skippy peanut butter business, the $940 million sale in 2011 of its Sanex personal care unit, its $3.7 billion buy of hair care company Alberto Culver that same year and $1.45 billion sale in 2008 of Unilever’s laundry brands business.
Unilever, which turned to Morrison & Foerster last year to advise on its $1 billion purchase of razor delivery outfit the Dollar Shave Club, reportedly saw Linklaters edge out Magic Circle rival Slaughter and May for the company’s preferred outside M&A position in 2015. Unilever’s top in-house legal roles were split two years before, as former Linklaters lawyer Tonia Lovell became the company’s group secretary, while Ritva Sotamaa was appointed chief legal officer.
But lawyers from Linklaters and Paul Weiss weren’t the only ones to snag roles on Kraft Heinz’s unsuccessful bid for Unilever. Lazard Ltd. and Morgan Stanley & Co. LLC, serving as financial advisers to Kraft Heinz and Unilever, respectively, also fielded teams led by a pair of former top partners at Freshfields Bruckhaus Deringer in London.
Legal Week reported that former Freshfields senior partner Will Lawes, who joined Lazard last month, is advising Kraft Heinz. Mark Rawlinson, a former head of the corporate practice at Freshfields who left the Magic Circle firm last year to head Morgan Stanley’s U.K. investment banking arm, took the lead on the financial side for Unilever.
In other M&A news …
SoftBank Group Corp. / Fortress Investment Group LLC
In a radical departure from its traditional technology and telecommunications holdings, Japanese conglomerate SoftBank and its founder Masayoshi Son announced on Feb. 14 their $3.3 billion all-cash purchase of New York-based investment giant Fortress. The transaction, which came the same day that a Fortress affiliate teamed up with Australian litigation funder IMF Bentham Ltd. on a $200 million U.S. litigation investment deal, comes after Son’s announcement in October that Tokyo-based SoftBank was teaming up with Saudi Arabia to create a $100 billion technology fund. Fortress, which oversees about $70 billion in assets, will allow SoftBank to finance investments with private equity cash rather than debt. The deal is expected to close in the second half of 2017.
Legal Advisers: Weil, Gotshal & Manges and Kirkland & Ellis for SoftBank; Skadden, Arps, Slate, Meagher & Flom for Fortress; Paul Weiss for Fortress principals; Davis Polk & Wardwell for a special committee of Fortress’ board of directors; Willkie Farr & Gallagher for Morgan Stanley as financial adviser to Fortress
Allergan plc / Zeltiq Aesthetics Inc.
Botox maker and Dublin-based pharmaceutical giant Allergan agreed on Feb. 13 to acquire fat fighter and freezer Zeltiq in a $2.48 billion all-cash deal. Zeltiq’s sole product is CoolSculpting, a nonsurgical system that cools and kills fat cells. With the acquisition, Allergan is hoping to strengthen its medical aesthetics business, which it estimates to be a $4 billion market. The deal is expected to close in the second half of 2017.
Legal Advisers: Debevoise & Plimpton for Allergan; Cooley for Zeltiq
Hologic Inc. / Cynosure Inc.
In another deal in the fast-growing medical aesthetics market, Marlborough, Massachusetts-based medical diagnostic maker Hologic announced on Feb. 14 its $1.65 billion buy of Westford, Massachusetts-based Cynosure. The latter creates products used in noninvasive body procedures, such as lasers for tattoo and freckle removal. The deal should close in March or April.
Legal Advisers: Wachtell, Lipton, Rosen & Katz and Skadden for Hologic; Wilmer Cutler Pickering Hale and Dorr for Cynosure
Consortium / Arab Bank plc
A consortium of Arab and Jordanian investors, led by Arab Bank chairman Sabih al Masri, has officially acquired a 20 percent stake in the Amman-based lender from Oger Middle East Holding Co. in a $1.2 billion deal. The sale by Oger, owned by the family of Lebanon’s Prime Minister Saad Hariri—son of the late Rafic Hariri—has been in the works since the end of last year and was finalized after a $1.1 billion offer was rescinded by the family of Saudi Arabia’s Fawaz Al Hokair. DLA Piper is representing Arab Bank in a high-profile terror finance suit in the U.S., where a reported $1 billion settlement is linked to an appeal in a related matter before the U.S. Court of Appeals for the Second Circuit.
Legal Advisers: Baker McKenzie for members of the acquiring consortium
Integra LifeSciences Holdings Corp. / Codman Neurosurgery
On Feb. 15, Plainsboro, New Jersey-based Integra said it would purchase medical device maker Codman Neurosurgery for $1.05 billion in cash from Johnson & Johnson. The deal, expected to close in the fourth quarter of this year, will bolster Integra’s presence in international markets, as well as its offerings for tissue ablation, spinal cord repair and cranial stabilization.
Legal Advisers: Latham & Watkins for Integra
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