Ashurst Morris Crisp has advised Smith & Nephew on a complex re-organisation and multi-billion pound acquisition programme which sees the leading medical client launch two takeover bids simultaneously for Swiss companies.

The Ashursts team, led by corporate partner David Kershaw, advised Smith & Nephew on its £1.5bn acquisition of Centerpulse, which first involved the creation of a listed company – Smith & Nephew Group – to act as the holding company.

The new company then acquired Smith & Nephew for £3.5bn, launched a bid for Centerpulse, and simultaneously launched a £339m acquisition bid for Swiss investment company InCentive Capital which owned 19% of Centerpulse.

"The deal bid structure is unique. We have to run together three timetables, two Swiss bids according to a Swiss takeover timetable, together with the UK timetable for a scheme of arrangement which involves a court timetable. On top of that, we have to comply with US tender offer rules because Centerpulse has more than 10% US shareholders," said Kershaw.

Centerpulse general counsel Christian Stambach played a central role in the deal, supported by Weil Gotshal & Manges London managing partner Mike Francies and New York partner Ellen Odoner. Swiss outfit Baer & Karrer provided local advice.
Weil Gotshal won the client about a year ago and has become its favoured adviser for work in both the US and UK.

"This was a validation of our strategy for the US and UK together, doing the work for the two jurisdictions under one roof," said Francies.

Lead arrangers Lloyds TSB Capital Markets and The Royal Bank of Scotland were advised by Allen & Overy global loans partner Mike Duncan on a £1.3bn credit facility to finance the offers and refinance existing debt.

Smith & Nephew was advised on Swiss legal issues by Zurich outfit Niederer Kraft & Frey and on US matters by Sidley Austin Brown & Wood corporate partner Pran Jha.

Lenz & Staehelin corporate partner Hans-Jacob Diem advised InCentive.

Ashursts' Kershaw was supported by fellow corporate partner Nigel Stacey, tax partner Sue Crawford, competition partner Roger Finbow, share schemes partner Paul Randall and international finance partner Gonzalo Fernandez.