White & Case and Slaughter and May have taken the lead alongside a raft of international firms on the $2.5 billion (£1.68bn) acquisition of offshore engineering company Subsea 7 by oil services company Acergy.
According to the terms of the deal, the new entity will operate under the Subsea 7 name. Acergy will issue 1.065 shares of common Acergy stock for every common share of Subsea 7. Subsea Chairman Kristian Siem and Acergy CEO Jean Cahuzac will assume those respective roles on the new board, which will include officers from both companies. Based on stock figures disclosed by the companies, the new Subsea 7 entity will have a market capitalization of $5.4 billion.
Acergy, based in Luxembourg, was represented by a veritable United Nations of law firms, led by lawyers from White & Case’s New York, Brussels and London offices. The White & Case team includes: from London, corporate partners Peter Finlay and Peita Menon, and employment partners Oliver Brettle, Nicholas Greenacre and Stephen Ravenscroft; from New York, corporate partner Gregory Pryor and securities partner David Johansen; and in Brussels, antitrust partner Mark Powell. Pryor and Finlay have represented Acergy on corporate and securities issues in the past.
Also representing Acergy were corporate partners Philippe Hoss and Franz Fayot of Elvinger, Hoss & Prussen, who served as Luxembourg counsel; M&A partner Arne Didrik Kjornaes of Wikborg, Rein & Co. as Norwegian counsel; and corporate partner Rolf Lindsay of Walkers as Cayman Islands counsel.
Subsea 7, based in the Cayman Islands, also was advised by an international alliance of attorneys, led by Slaughters. Corporate partner Tim Boxell, tax partner Steve Edge and employment partner Roland Doughty led a team of six lawyers from Slaughters. Subsea’s advisers also included lawyers from Norway, Luxembourg and the Cayman Islands. Corporate partner Eystein Eriksrud of Wiersholm served as Norwegian counsel; Guy Harles, partner and head of the corporate, tax and intellectual property practice group at Arendt & Medernach, served as Luxembourg counsel; and corporate partners Kieran Walsh and Colin McKie of Maples and Calder served as Cayman Islands counsel.
The deal comes on the heels of increased scrutiny surrounding oil companies and offshore drilling as a result of the BP fiasco in the Gulf Coast. “Both Boards believe that the combined entity will be better able to meet the growing size and technical complexity of subsea projects, driven by the demand to access ever more remote reserves in increasingly harsh environments,” the companies said in a joint press release.
The two companies have acknowledged that they first discussed a possible merger in 2008 but were unable to come to an agreement.
Completion of the deal, which is contingent on shareholder and regulatory approval, is expected by late 2010 or early 2011.
A version of this article first appeared on The Am Law Daily blog on AmericanLawyer.com
