Mergers and Acquisitions

With Slaughter and May you get their excellent standards and the all-encompassing gold-plated client service. Chambers UK, 2016 Mergers and Acquisiti...
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With Slaughter and May you get their excellent standards and the all-encompassing gold-plated client service. Chambers UK, 2016

Mergers and Acquisitions

Our Mergers and Acquisitions practice

Slaughter and May is a leading international law firm recognised throughout the business community for its commercial awareness and commitment to its clients. We have a diverse and extensive international practice advising on the full range of commercial, financing and other matters. Our breadth of experience in M&A combined with our day-to-day involvement with the market enables us to provide sophisticated advice of the highest quality on all types of deals while at the same time remaining rooted in the reality of the market place. We have close relationships with market leading firms from around the world, so for each cross-border M&A transaction we can assemble a tailor-made single integrated team of lawyers who have the best expertise and contacts in each jurisdiction for that particular deal. We deliver the full range of services which apply to an M&A transaction including: • Financing • Taxation • Competition and Regulatory • Pensions and Employment • Intellectual Property and Information Technology • Real Estate

Contents 4 Our credentials 7 Appendix – Further examples of our M&A work 14 UK listed corporate clients

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The service is excellent. You can’t fault the intellectual rigour, the quality of the advice is good and there’s great depth. Chambers UK, 2016

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Our credentials We have been voted:

We have extensive experience in advising on:

• Top London law firm (jointly) in the field of mergers and acquisitions (Chambers UK 2016, The UK Legal 500 2015, IFLR 1000 2014 (UK)) • 1st place awards for ‘service delivery’, ‘quality of legal advice’, ‘communication and responsiveness’ and ‘partner level contact’ (Legal Week Best Legal Advisers survey, 2015) • UK M&A Legal Adviser team of the year Mergermarket European M&A Awards 2015 • 1st place for ‘Pragmatic commercial advice and strong service delivery’ (Legal Business’ In-House Survey, 2014)

• recommended and hostile bids and are recognised as “a first class, if not the first class, public takeover law firm in the City” (quote from client in The Lawyer) • public to private deals and private equity M&A transactions, including the full range of transactions from venture capital investments to large cross-border deals • private acquisitions and disposals in all sectors and often involving multiple jurisdictions

• Corporate Team of the Year (Legal Business Awards, 2014) • M&A Team of the Year (Financial News Awards for Excellence, Legal Services, Europe 2014) • UK Legal Advisor of the Year (Financial Times and Mergermarket European M&A Award, 2013)

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European legal adviser league table ranked by volume. Based on deals with European targets announced between 01 January 2016 and 30 June 2016.

Best Friends Group

41 39

37 36

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Linklaters

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Allen & Overy

DLA Piper

*The Best Friends Group comprises Slaughter and May, BonelliErede, Bredin Prat, De Brauw Blackstone Westbroek, Hengeler Mueller and Uria Menéndez.

Mergers and Acquisitions /

We have recently advised: • Cable & Wireless Communications on its recommended takeover by Liberty Global • Alibaba on its acquisition of the media business of SCMP for a total consideration of approximately HK$2.06 billion • Royal Dutch Shell on its recommended cash and share offer for BG Group. The terms of the combination valued BG Group at approximately £47 billion • Shire on its (aborted) US$54 billion combination with AbbVie • General Electric on its offer to acquire the Thermal, Renewables and Grid businesses of Alstom for an enterprise value of US$13.5 billion • GlaxoSmithKline (GSK) on its three-part multi-jurisdictional transaction with Novartis: creation of global consumer healthcare joint venture, global vaccines acquisition by GSK (US$5.25 billion plus milestones), and the global oncology portfolio disposal to Novartis (US$16 billion) • Talisman Energy on UK and competition law aspects of the takeover of Talisman by Repsol. The total transaction value is approximately US$13 billion including Talisman’s current debt • BHP Billiton on the English legal aspects of its plans to create an independent global metals and mining company, called South32, by way of a demerger through an in-specie distribution • Songbird Estates, the majority owner of Canary Wharf Group, in respect of the unsolicited cash offer made for Songbird by Qatar Investment Authority and Brookfield Property Partners. The offer valued Songbird at approximately £2.6 billion

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• Temasek on its investment, as part of a consortium alongside CVC Capital Partners and others, in Alvogen, the generic pharmaceutical company • Coca-Cola Enterprises on its agreement to combine with Coca-Cola Iberian Partners and CCEAG to create Coca-Cola European Partners • Shire on English law aspects of its US$5.2 billion acquisition of NPS Pharmaceuticals • Reynolds Group on the sale of the SIG Combibloc business to Onex Corporation for an aggregate amount of up to EUR3.750 billion • Equinix on its recommended cash and share takeover offer for Telecity Group plc. The offer represented a value of approximately £2,351.9 million • Dufry on its acquisition of a 50.1% stake in World Duty Free (WDF) owned by Edizione for a total cash consideration of EUR1.307 billion • Catlin in relation to the recommended cash and share acquisition of Catlin by XL Group plc. The acquisition valued the company at approximately £2.79 billion • China Resources (Holdings) Company, controlling shareholder of China Resources Enterprise (CRE), in relation to its acquisition of all the non-beer business segments of CRE for a total consideration of US$3.58 billion • Hikma Pharmaceuticals on its acquisition of Roxane from Boehringer Ingelheim. The acquisition valued Roxane at approximately US$2.65 billion • Platform Specialty Products Corporation on its recommended cash and share public takeover offer for Alent plc. The offer valued Alent’s entire issued, and to be issued, share capital at approximately US$2.096 billion

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• 3i Infrastructure on the sale of its entire stake in Eversholt Rail Group to CK Investments (CKI) • Standard Life on the disposal of its Canadian business to The Manufacturers Life Insurance Company, the related shareholder approval and the return of capital (circa £1.75 billion) to shareholders by way of a share scheme following completion of the transaction • Ladbrokes on its proposed merger with certain businesses of Gala Coral Group Limited, including Coral Retail, Eurobet Retail and Gala Coral’s Online businesses

• RSA Insurance Group on a possible all cash offer received from Zurich Insurance Group. The possible offer valued RSA at approximately £5.6 billion • Shire on its proposed combination with Baxalta. Shire’s proposal represented a total enterprise value for Baxalta of US$33.9 billion • Public Sector Pension Investment Board (PSPIB), on their investment, as part of a consortium alongside MBK Partners and others, with respect to the sale of Tesco’s retail business in the Republic of Korea, which is comprised of Homeplus Co., Ltd and Homeplus Tesco Co., Ltd and their respective subsidiaries

• BBA Aviation on its US$2.065 billion acquisition of Landmark Aviation from The Carlyle Group.

To learn more about our M&A experience in Asia, please refer to our M&A Asia brochure or visit our website www.slaughterandmay.com

They are very collaborative in their approach. They are true advisers in that they not only give you the technical answer but also a strong sense of what they think. Chambers UK, 2016

They are very quick to respond, always get it right and their drafting is impeccable first time. Chambers Europe, 2014

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Appendix

Further examples of our M&A work Mergers • Pollen Street Capital on the sale of Target Group to a wholly-owned subsidiary of Tech Mahindra Limited for an enterprise value of £112 million

• CSR merger with Zoran Corporation • Greencore proposed merger with Northern Foods to create leading food convenience group

• GCA on its merger with Altium • Intercontinental Exchange on its possible public offer for London Stock Exchange Group

• Subsea 7 combination with Acergy to create global leader in seabed-to-surface engineering and construction

• Singbridge on its formation of a joint venture with Cosmos Harvest

• Prudential aborted combination with AIA Group, a leading life insurance organisation in Asia Pacific

• Union Bancaire Privée on the corporate and regulatory aspects of its acquisition of the Hong Kong banking and wealth management business of Coutts from The Royal Bank of Scotland

• British Airways merger with Iberia

• HNA Finance I on the proposed acquisition of 66% of the issued share capital of Tysan Holdings Limited from Tides Holdings II

• GfK merger of equals with Taylor Nelson Sofres

• Banco Santander on its preliminary and exclusive agreement with Warburg Pincus, General Atlantic and UniCredit S.p.A. to merge Santander Asset Management and Pioneer Investments • Costain Group proposed merger with May Gurney Integrated Services

• British Airways aborted merger with Qantas Airways via a dual-listed company structure

• Reuters Group merger with The Thomson Corporation effected by dual listed company structure • Taylor Woodrow merger with George Wimpey to create the UK’s largest housebuilding group • My Travel merger with Thomas Cook

• Bertelsmann combination with Pearson of their respective trade-book publishing companies Random House and Penguin Group

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Agreed bids • Towry Holdings cash bid for Ashcourt Rowan

• Charter International cash and share bid by Colfax Corporation

• ARCADIS cash bid for Hyder • Autonomy cash bid by Hewlett-Packard • Cirrus Logic cash bid for Wolfson Microelectronics • Uniq cash bid by Greencore • The Innovation Group cash bid by Axios Bidco • Minerva cash bid by consortium • Chime Communications cash bid by bidco, an entity controlled by funds managed by Providence Equity Partners • Brit cash bid by FFHL Group

• Guangdong Rising Assets Management Co. cash bid for Caledon Resources • Arsenal cash bid by KSE, UK Inc. (a company wholly-owned and controlled by Stanley Kroenke)

• Spirit Pub Company cash and share bid by Greene King

• Carillion cash bid for Eaga

• CSR cash bid by Qualcomm Global Trading

• Henderson share bid for Gartmore

• Francisco Partners (part of a consortium) recommended offer for Dmatek Limited, a provider of remote people monitoring technologies, for £52.9 million in cash. Dmatek is listed on the London Stock Exchange and is based in Tel Aviv, Israel

• General Electric cash bid for Wellstream Holdings • Tomkins cash bid by consortium • Reckitt Benckiser cash bid for SSL International • Resolution cash and share bid for Friends Provident

• FS Africa cash bid for Lonrho • Talisman Energy bid for Rift Oil • Schroders cash bid for Cazenove Capital Holdings Limited

• Banco Santander share bid for Alliance & Leicester

• Diageo bid for up to 53.4% in United Spirits Limited, the leading spirits company in India

• FKI cash and share bid by Melrose

• Aegis cash bid by Dentsu

• Akzo Nobel cash bid for ICI

• Psion cash bid by Motorola Solutions

• Alliance Boots cash bid by company controlled by funds advised by KKR and Stefano Pessina

• PTT Exploration and Production cash bid for Cove Energy • Umeco cash bid by Cytec Industries

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Hostile or competing bids and approaches • Regus cash bid for MWB Business Exchange • Charter approach by Melrose • BHP Billiton cash bid for Potash Corporation

• Banco Santander (as part of a consortium) bid for ABN AMRO – biggest ever financial services transaction • Corus Group competing bids by CSN and Tata Steel

• Cadbury share and cash bid by Kraft • Emerson Electric on the cash offer by its wholly owned subsidiary Rutherfurd Acquisitions for Chloride Group

• Citigroup (as financial adviser to a consortium) cash bid for BAA • PSA (the Singapore port company) cash bid for P&O

• Centrica cash bid for Venture Production • BHP Billiton share bid for Rio Tinto

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• Marks and Spencer successful defence of approach from company controlled by Philip Green

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Private equity • Towry and Palamon Capital Partners, on the sale of Towry to Tilney Bestinvest in a transaction which values Towry at £600 million

• Palamon Capital Partners and Associated Dental Practices acquisition by Carlyle of Integrated Dental Holdings

• Providence Equity acquisition of 47% of Digiturk, Turkey’s largest provider of pay television services, from Çukurova Group

• Global Infrastructure Partners acquisition of London Gatwick Airport and related financing

• Palamon Capital Partners acquisition of a majority interest in The Simplify Group • Palamon Capital Partners and Retail Decisions sale of Retail Decisions • Manchester Airport Group successful bid to acquire Stansted Airport and related financing • VION, a Dutch-based food producer, management buy-out of its UK pork business • Palamon Capital Partners acquisition of a majority interest in beauty e-commerce specialist feelunique.com • Palamon Capital Partners and Corsair Capital joint acquisition of Currencies Direct • Terra Firma acquisition of Four Seasons Health Care and related financing • Global Infrastructure Partners acquisition of Edinburgh Airport

• Global Infrastructure Partners acquisition of London City Airport • Public Sector Pension Investment Board, as a member of a consortium, acquisition of Angel Trains • First Reserve acquisition of CHC Helicopter Corporation • First Reserve recommended bid by Turbo Alpha for Abbot Group plc • Palamon and Star Parks sale by Star Parks of five of its seven European theme parks • Eurazeo acquisition by its subsidiary Europcar Groupe S.A. of the car rental businesses of National and Alamo Rent a Car in Europe, Middle East and Africa for an enterprise value of EUR670 million • Consortium comprising Apax Partners, Permira, KKR, Providence Equity and Blackstone recommended bid for TDC A/S

• FS Invest II, Goldman Sachs Partners and EQT Partners proposed sale of ISS A/S

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Private M&A • Premier Oil on the acquisition of E.ON’s UK North Sea oil and gas assets

• Remgro and Mediclinic acquisition by Remgro Jersey

• Compagnie Financière Richemont on an all-share merger of The Net-A-Porter Group Limited to create the YOOX Net-A-Porter Group

• Diageo sale of Bushmills to Jose Cuervo Overseas

• ITV on its acquisition of Talpa Media B.V., a fast growing Netherlands based production and distribution company • Rambus on its acquisition of all outstanding shares in Smart Card Software Limited • Kettle Foods on the acquisition of the remaining 74% stake in Metcalfes skinny Ltd (having also advised Kettle Foods on its initial 26% percent stake in Metcalfes skinny Ltd)

• Det norske oljeselskap acquisition of Marathon Oil Norway from Marathon Oil Corporation • Standard Life acquisition by its global investment management business of Ignis Asset Management • AngloGold Ashanti (AGA) on its proposed joint venture with Randgold Resources (Randgold) to redevelop and operate AGA’s Obuasi gold mine • Essentra acquisition of Blue NewCo 1 B.V • Colt Group acquisition of KVH

• Oddo & Cie on the disposal of the Kleinwort Benson wealth management business in the UK and Channel Islands to Société Générale

• Direct Line Insurance Group sale of the Group’s International division, which comprised its Italian and German operations, to Mapfre

• Virgin Group sale of part of its stake in Virgin Active

• Arrow Global acquisition of Capquest • OpenGI sale of OpenGI to Monatgu Private Equity

• British Gas acquisition of AlertMet

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• Alcoa acquisition of Firth Rixson

• Cable & Wireless Communications sale of its interest in Monaco Telecom

• RWE sale of RWE Dea to LetterOne Group • Siemens sale of Siemens entire 50% stake in its joint venture, Nokia Siemens Networks, to Nokia • Thomas Cook Group sale of the Thomas Cook Egypt and Thomas Cook Lebanon businesses to Yusuf Bin Ahmed Kanoo • GlaxoSmithKline acquisition of the branded generics business of Bristol Myers Squibb in Lebanon, Jordan, Syria, Libya and Yemen for US$23.2 million in cash; and acquisition from UCB S.A. of its current marketed product portfolio across certain territories in Africa, the Middle East, Asia Pacific and Latin America, for a cash consideration of EUR515 million / Mergers and Acquisitions

• RSA Insurance Group sale of four operations in the Baltics and Poland • Premier Foods disposal of a 51% controlling stake of its bread business • Cineworld proposed combination with the cinema operations of Cinema City International • GlaxoSmithKline sale of its thrombosis brands and related manufacturing site

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UK listed corporate clients

FTSE 100 3i Group Aviva Barratt Developments Bunzl Burberry Group Carnival Centrica Diageo Direct Line Insurance Group GlaxoSmithKline Hikma Pharmaceuticals International Consolidated Airlines Group SA ITV Land Securities Group Legal & General Group Marks & Spencer Group Mediclinic International Next Old Mutual Provident Financial Prudential Reckitt Benckiser Group Rolls-Royce Holdings Royal Mail RSA Insurance Group Schroders Shire Standard Chartered Standard Life Taylor Wimpey Unilever United Utilities Group Whitbread

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Widely regarded as one of the pre-eminent firms for corporate work in the UK... Slaughter and May possesses one of the strongest benches in the M&A market. Chambers & Partners 2015

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FTSE 250

FTSE Small Cap

Aggreko Ashmore Group Atkins (WS) BBA Aviation Berendsen Carillion Cineworld Group Close Brothers Group Countrywide Derwent London Drax Group Essentra Esure Group FirstGroup Homeserve Inchcape Indivior International Personal Finance JPMorgan American Investment Trust Ladbrokes Coral Group Morgan Advanced Materials Ocado Group Paragon Group of Companies (The) Regus Restaurant Group (The) Rightmove Segro Senior Shawbrook Group SVG Capital Thomas Cook Group TR Property Investment Trust Ultra Electronics Holdings Victrex Wood Group (John) Workspace Group

4imprint Group Arrow Global Group Ashmore Global Opportunities Ltd (J) Baring Emerging Europe Brammer Costain Group De La Rue Dialight Gocompare.com Group PLC (J) Henderson High Income Trust Henderson Opportunities Trust PLC Henderson Smaller Companies Investment Trust International Biotechnology Trust LMS Capital PLC Lowland Investment Co Morgan Sindall Group Mothercare Premier Foods Premier Oil Schroder AsiaPacific Fund Schroder Income Growth Fund Schroder Japan Growth Fund Schroder UK Growth Fund Stock Spirits Group

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© Slaughter and May 2016 This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact. December 2016 OSM0009582_v01