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Clifford Chance

Clifford Chance

Mergers and Acquisitions

Global M&A

As you embark on an M&A transaction, you need commercial, pragmatic and solutions-orientated legal advisors by your side. Our global M&A team has everything covered.

Strategic business opportunities are important milestones for any organisation. Your deal may be a major acquisition, merger, divestment, joint venture or other transformational deal. Equally it may be a smaller but strategically important minority investment or partnership. At Clifford Chance we have the multi-disciplinary expertise and market knowhow to tackle every aspect of your M&A deal – large or small – from beginning to end.

We will provide strategic, legal, regulatory, sector and market practice advice, wherever you need it in the world. Increasingly M&A deals are across borders, with different regulatory and legal regimes causing additional complexity. Our global team will help you navigate this complexity and provide you with a first-class, tailored M&A deal experience.

Our multi-disciplinary experts will work together seamlessly and deploy market-leading technology solutions, always ensuring you get what you need and are expecting. We are holistic, pragmatic and grounded in our approach and have a good sense of what is possible and what is not. We value our relationships with clients above all else, and will work hand in hand with your in-house legal team to support and partner you throughout.

How Clifford Chance will help you

At all stages of the M&A cycle

1

Evaluating your M&A deal

We will help you to assess the feasibility of your proposed transaction, recognising the commercial backdrop, the political environment and wider risk and reputational considerations. We regularly draw on our global network to ensure we are fully plugged in to the dynamics of the M&A landscape globally, and are up to speed with foreign investment trends and the latest market, industry and regulatory developments.   

2

Structuring and diligence

As you move ahead with your deal, our cross-practice team will assist you with structuring advice, tax considerations and ownership structures. We will help you assess your fundraising and financing options, and give guidance on securities laws and disclosure issues. Our integrated cross-practice team will work hand-in-hand to structure your deal for maximum benefit and impact.

We will conduct legal due diligence on your business partners or target businesses, focusing on identifying red flags and reporting on areas most relevant to you.

3

Negotiating the deal and legal advice globally

Our core M&A expertise is in drafting and negotiating your deal documentation, including the latest market deal norms. On public M&A we will provide comprehensive advice on local takeover rules and bid strategy, including liaison with regulators and drafting public M&A documentation; On private M&A and joint ventures we will document the deal and negotiate hard on your behalf. We regularly draw on our broad team of experts including our Tech, Employment and Pensions, IP, Environmental, and Tax teams.

4

Antitrust, FDI and industry regulation

Our cross-jurisdictional antitrust team will guide you through the increasingly complex antitrust and competition landscape, from initial desktop analysis to detailed filings required to get your deal through. Our global team also has its finger on the pulse of the evolving foreign investment landscape, which includes political risk trends as well as new regulatory thresholds.

We will advise or lead negotiations with industry and regulatory bodies, using our deep sector experience and knowledge of these regulators.

5

Integration, restructuring and onward support

As well as contracts to ensure smooth transitional arrangements, we will help you to integrate businesses post-M&A (key services, risk and compliance, personnel, technology).

We will implement any post-completion corporate re-organisation, as required by the nature and scope of the transaction.  

Our broad M&A expertise

Acquisition or divestment
Sale / purchase of business assets or shares

Group reorganisation
Reorganisation or restructuring

Offensive and defensive strategies
Takeover defence and poison pill strategy; Dealing with activist shareholders

Financial investors
Dealing with the unique aspects of financial investors M&A

Joint venture
Partnership or strategic alliance

Public company M&A
Merger or takeover

Demerger or spin-off
Unlocking the value of underlying businesses

Minority investment in share capital
Stakebuilding in public and private companies

Public offer to fund M&A
Rights issue, open offer or placing

Recent client highlights

Creation of Virgin Media O2

Telefónica on its 50:50 joint venture with Liberty Global to combine their UK operations O2 and Virgin Media, in 2020's largest M&A deal globally

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Cellnex-CK Hutchison tower deal

Spain's Cellnex Telecom on the €10 billion purchase of telecom towers across Europe from Hong Kong's CK Hutchison. This transformational deal was structured in six independent transactions.

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Pfizer global spin-off of Upjohn

Pfizer on the spin-off and combination of its Upjohn business with Mylan across 100 jurisdictions, to create the largest player in the global generic pharmaceuticals market

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First public company statutory merger in Qatar

Al Khaliji Commercial Bank on its transformational merger, creating a new Qatari banking champion

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Intact Financial's takeover of RSA Insurance

Toronto-listed Intact Financial Corporation, on its £7.2 billion takeover bid for London-listed RSA Insurance Group

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Creation of the world's 4th largest automaker

Dongfeng Motor Group, reference shareholder of Peugeot (Groupe PSA), on the €35 billion merger between Fiat Chrysler and Peugeot, to create Stellantis

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Clifford Chance is a truly global law firm with different offices across the globe which work seamlessly together; a world class M&A practice: dedicated to get deals done, practical, creative when it comes to structuring of deals, but also always diligent and seeking solutions to resolve issues that inevitably come up in any deal.

Legal 500, 2021