Deal Watch: IFF's $26.2B Buy, a Big Ticketing Deal and a New Home for Häagen-Dazs
Cleary, Skadden, Weil and Debevoise all played roles in a big DuPont deal, Weil helped Nestle give up on ice cream in the U.S., Wachtell aided viagogo and Stubhub in creating a ticketing giant and Jones Day and Squire Patton Boggs advised on a Big Gold merger.
December 16, 2019 at 06:02 PM
7 minute read
Debevoise & Plimpton, Weil, Gotshal & Manges, Cleary, Gottlieb, Steen & Hamilton and Skadden, Arps, Slate, Meagher & Flom each had a hand in International Flavors and Fragrances' $26.2 billion acquisition of DuPont's nutrition and biosciences business over the weekend.
Cleary represented long-time client IFF while Skadden worked with DuPont.
Debevoise was legal counsel for IFF financial advisers Morgan Stanley and Greenhill Partners. Weil advised Morgan Stanley and Credit Suisse in providing committed bridge financing to support the merger.
The Cleary team included New York-based corporate partners Chris Austin and Benet O'Reilly and partner-elect Kyle Harris; finance partners Amy Shapiro and SK Kang; corporate partner Michael Albano; tax partner Jason Factor; IP partner Daniel Ilan; D.C.-based antitrust partners Brian Byrne and Elaine Ewing; and Cologne-based antitrust partner Romina Polley.
Skadden fielded a team that included M&A partner Brandon Van Dyke; tax partner David Rievman; antitrust/competition partner Clifford Aronson; executive compensation and benefits partner Regina Olshan; IP partners Bruce Goldner and Resa Schlossberg; real estate partner Audrey Sokoloff; and banking partner Stephanie Teicher. All are located in New York.
The new company has an enterprise value basis of $45.4 billion. According to a press release, "DuPont shareholders will own 55.4% of the shares of the new company and existing IFF shareholders will own 44.6%. Upon completion of the transaction, DuPont will receive a one-time $7.3 billion special cash payment, subject to certain adjustments."
The new company will be headquartered in New York.
In other recent M&A news:
Froneri (PAI Partners)/Nestle
The world's leading food producer is now out of the ice cream game, at least in the United States. Nestle, as part of a broader sell-off that included selling off its skin care business for $10 billion earlier this year, has agreed to sell ice cream brands Häagen-Dazs, Dreyer's and Drumstick to European ice cream giant Froneri for $4 billion. Froneri was the second-largest ice cream provider in Europe prior to the Nestle deal and is partially owned by private equity company PAI Partners. Nestle will still sell ice cream in Asia, Canada and Latin America for the time being. Its ice cream business had sales of $1.8 billion last year.
Weil, Gotshal & Manges for Froneri (PAI Partners)/Mayer Brown, Calfee, Halter & Griswold and Linklaters for Nestle
Kirkland Lake Gold/Detour Gold Corp.
Whoever has the gold makes the rules, the old saying goes. Kirkland Lake Gold wants to be in the rule-making business. The gold miner, operating out of Canada and Australia, has agreed to acquire midtier gold producer Detour Gold Corp. for approximately $4.3 billion. The price represents a 24% premium over Detour's Toronto Stock Exchange closing price Nov. 22. Kirkland, which mined over 725,000 ounces of gold in 2018, is projected to mine 950,000-1,000,000 ounces in 2019. One of the reasons Detour was of interest to Kirkland is that Detour owns 100% of the rights to Detour Lake, a "long life, large-scale" open pit operation.
Kirkland Lake Gold and Cassels Brock & Blackwell and Dorsey Whitney for Kirkland Lake Gold/Stikeman Elliott, Jones Day and Squire Patton Boggs for Detour Gold Corp.
The Carlyle Group and T&D Holdings/Fortitude Group Holdings (AIG)
Global investment company Carlyle Group and Tokyo-based insurance holdings company T&D Holdings have partnered to purchase a 76% share of Fortitude Group Holdings from owner AIG for about $1.8 billion. After the deal, Carlyle will own 71.5% of Fortitude, T&D will own 25% and AIG will retain 3.5% ownership. Carlyle is the much bigger fish in this deal, with roughly $220 billion in assets under management, but the Japanese company is no small player with $147 billion in assets under management.
Debevoise & Plimpton for The Carlyle Group/ Nishimura & Asahi, King & Spalding and Appleby for T&D Holdings/Willkie Farr & Gallagher for AIG/Sidley Austin for Fortitude Group Holdings
Viagogo/StubHub (eBay)
London-based viagogo has made a bold entry into the lucrative U.S. ticketing market by purchasing international ticket broker StubHub from eBay for $4.05 billion. Since its founding in 2006, viagogo has been a go-to provider of secondary market tickets in Europe, Asia, Australia and Latin America. With the addition of StubHub, which has an international presence on top of its solid U.S.market standing, viagogo is in a position to be a controlling global force in after-market tickets. Will that translate into innovation or monopoly? Will the company ever go upper-case? Time will tell.
Skadden, Arps, Slate, Meagher & Flom and Kirkland & Ellis for viagogo/Wachtell, Lipton, Rosen & Katz and Quinn Emanuel Urquhart & Sullivan
Groupe Bruxelles Lambert/Webhelp
Brussels-based Groupe Bruxelles Lambert has agreed to purchase French call center business Webhelp for $2.67 billion, with $1.4 billion of that being debt financed. Investment firm KKR bought Webhelp back in 2015, and the company doubled in value under five years KKR ownership. Webhelp has a presence in 35 countries and employs more than 50,000 people worldwide.
Vinson & Elkins for Groupe Bruzelles Lambert
Patrizia/BentallGreenOak
German real estate investment portfolio manager Patrizia has agreed to purchase 15.6 million square feet of logistics space from London-based BentallGreenOak for $1.3 billion. BTO has been a very active investor in logistical space over the past five years, purchasing over 3.6 million square feet across Europe. Patrizia manages over $46 billion in real estate assets across the globe, while BTO tops that at $48 billion.
Goodwin Procter for BentallGreenOak
TELUS International/Competence Call Center (Ardian)
Vegas-based communications and information technology company TELUS International has agreed to purchase German call center company Competence Call Center from owner Ardian for $1 billion. The addition of CCC is projected to boost TELUS International's enterprise value to close to $4 billion. The deal is expected to close in the first quarter of 2020.
Shearman & Sterling for TELUS International/Latham & Watkins for Ardian/Milbank for Ardian management team
Phoenix Group Holdings/ReAssure (Swiss Re)
Zurich-based Swiss Re, an insurance and reinsurance risk-transfer company, has agreed to sell its subsidiary ReAssure to U.K.-based Phoenix Group Holdings for $4.8 billion, the company said. Phoenix is Europe's largest life and pension consolidator with over $433 billion under administration and 14.1 million policies. Swiss Re, as part of the deal, will receive anywhere from 13% to 17% of the shares of Phoenix as well as a seat on the company's board of directors.
Clifford Chance for Swiss Re
Read More:
White & Case Deployed 400-Lawyer Army for Saudi Aramco IPO
Private Equity Deal Value Dips, But Big Law Doesn't Feel the Pinch
s Feast on Pre-Thanksgiving M&A Deals in Finance, Luxury, Pharma Sectors
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