The big news in the M&A world this week was the London Stock Exchange ringing the bell on Refinitiv. In a deal that some described as a bet on a “British Bloomberg,” the London Stock Exchange confirmed Thursday that it plans to purchase data and analytics provider Refinitiv from a Blackstone Group-led consortium and Thomson Reuters for $27 billion, inclusive of debt. 

The all-share deal will give Refinitiv’s owners a 37% stake in the stock exchange, with annual revenue for the combined business pegged at about $7.3 billion. Blackstone and its co-investors, GIC of Singapore and the Canada Pension Plan Investment Board, will now be the largest shareholders in the LSE, along with Thomson Reuters.

The LSE tapped Freshfields Bruckhaus Deringer, with the Magic Circle firm’s financial institutions co-head Andrew Hutchings and corporate partner Stephen Hewes leading its team in London, along with U.S. regional managing partner Peter Lyons and corporate and M&A partner Aly El-Hamamsy in New York. 

Blackstone was represented by a Simpson Thacher & Bartlett team led by M&A partner Elizabeth Cooper and including M&A partner Ben Spiers, compensation and benefits partner Greg Grogan, IP partner Lori Lesser, tax partner Drew Purcell, antitrust partner Peter Guryan and regulatory partner Peter Thomas.

Thomson Reuters looked to Wachtell, Lipton, Rosen & Katz, U.K.-based Allen & Overy and Canadian firm Torys. Heading the team at Wachtell were corporate partners Edward Herlihy, Nicholas Demmo and Jenna Levine, antitrust partner Joseph Larson and tax partner Tijana Dvornic. 

Allen & Overy headed up the U.K. and cross-border elements of the deal. The London team included finance partner Bob Penn, corporate partner Richard Evans and competition partners Alasdair Balfour and  Philip Mansfield. Washington, D.C., investigations partner Anthony Mansfield and finance partner Chris Salter ran things on the U.S. side for Allen & Overy.

Torys, led by tax partner Jerald Wortsman, advised on Canadian law. 

Consortium member CPPIB tapped a Weil, Gotshal & Manges team that includes co-head of private equity Douglas Warner and tax partner Mark Schwed. A U.K. based team was led by corporate partner Michael Francies.

News of the deal sent LSE shares up 7% in Thursday trading. Thomson Reuters, which will see its share in Refinitiv reduced from 45% to 15% after the deal, and Blackstone, which led the consortium that bought the majority shares of Refinitiv from Thomson Reuters last year for $20 billion, will have to wait two years for any opportunity to cash out, per deal terms aimed at keeping investors committed to the business. Blackstone will be able to name three board members to the LSE board.

“This transaction is a defining moment for LSE in terms of its strategic importance. It will create substantial value for our shareholders and important benefits for our customers, employees and other stakeholders,” Don Robert, the exchange’s chairman, said in a statement.

In other M&A news:

Takeaway.com/Just Eat

Amsterdam-based Takeaway.com has agreed to purchase Danish company Just Eat for $10.1 billion, paying a 15% premium over the closing price from July 26. The combined company had orders valued at $8.1 billion in 2018, putting it slightly ahead of U.S.-based Uber Eats ($7.9 billion in orders in 2018). That’s a lot of takeout.

Slaughter and May, De Brauw Blackstone Westbroek and Herzog Fox & Neeman for Takeaway.com/Linklaters for Just Eat

Exact Sciences Corp./Genomic Health Inc.

Madison, Wisconsin-based Exact Sciences Cor. has agreed to purchase California breast and prostate cancer diagnostic testing company Genomic Health Inc. for $2.8 billion. The combined company is expected to have a presence in over 90 countries globally and employ more than 3,400 people. Exact Sciences, known for their Colorguard cancer screening product, is hoping to combine its expertise and processes with Genomic to save up to $25 million a year in operating costs. Upon news of the deal, shares in Genomic went up 6.4% in Monday trading. 

Skadden, Arps, Slate, Meagher & Flom for Exact Sciences Corp./Sullivan & Cromwell and Pillsbury Winthrop Shaw Pittman for Genomic Health Inc.

CVC Partners/BBA Aviation

U.K.-based BBA Aviation, known mostly for its Signature Flight Support network of business aviation private terminals, has agreed to sell aviation parts distributor Ontic to private equity firm CVC Partners for $1.37 billion. Ontic makes and licenses aviation parts, with manufacturing facilities in the U.S., U.K. and Singapore. It supports 39,000 aircraft with 165 licences for more than 7,000 parts. BBA bought Ontic in 2006 for $67 million.

Freshfields for CVC Partners/Slaughter and May for BBA Aviation

EssilorLuxottica/GrandVision

Big Vision is getting bigger. EssilorLuxottica, the French/Italian eyewear giant formed in a $48 billion merger last year, has agreed to purchase Dutch opticians group GrandVision for $8 billion. The purchase would put EssilorLuxottica in charge of over 7,000 outlets across the world. After news of the deal, GrandVision shares were up 5.2% and EssilorLuxottica was up 3.5%. The deal will most likely face some scrutiny from European Union regulators, which approved the Essilor/Luxottica merger last year only after conducting a review. 

Sullivan & Cromwell for EssilorLuxottica/De Brauw Blackstone Westbroek for GrandVision

Cronos Group/Redwood Holding Group (Lord Jones)

It’s hard to avoid cannabidiol at this point. The federally legal element of the hemp plant is making waves by being put in, well, almost everything. Including skincare products. Redwood Holding Group, which sells under the brand Lord Jones, markets and distributes hemp-derived CBD-infused skincare and other consumer products. And now Toronto-based Cronos Group owns four of its subsidiaries. Cronos has agreed to purchase the units for $300 million, continuing a trend that has seen M&A work enter the CBD/cannabis industry.

Sullivan & Cromwell and Blake, Cassels & Graydon for Cronos Group/Kirkland & Ellis for Redwood Holding Group

Deal Watch is The American Lawyer’s (mostly) weekly roundup of big-ticket and transformative deals and the law firms that guide them. Have a transaction you’d like us to consider? Email us at [email protected].

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