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Corporate M&A lawyers report that they are quickly adjusting to the new M&A scenario in the first half (H1) of 2008: no megadeals, some interesting trade sales often instituted by family owners and a handful of private equity operations.
The sale of Anglo-Dutch Unilever's premium olive oil and vinegar business to Spain's leading listed food company, SOS Cuetara was a classic trade acquisition. SOS, using legal advisers Gómez-Acebo & Pombo, paid €630m for the Unilever division, which includes the Bertolli olive oil brand, America's favourite. Gómez-Acebo worked with the UK's Travers Smith, while Unilever turned to Uría Menéndez's best friend Slaughter & May. Ángel Varela led lawyers at Gómez-Acebo.
Also on the food front was the long-expected merger between US-headquartered Smithfield and listed Spanish meat processor Campofrío, subject to achieving the CNMV's exemption from a full takeover. Campofrío, still partially owned by the Ballvé family, used Baker & McKenzie for its legal advice while Cuatrecasas was mandated by Smithfield.
In the energy sector Corporación Alba, the investment vehicle of the March family, sold its 26% stake in Isofotón, Spain's largest solar panel manufacturer, to distributor Bergé, advised by Cuatrecasas. It received the same price as it paid for it a year ago €150m. Alba abandoned Isofotón because it failed to achieve a stock market listing.
Another family sale was the €100m disposal by the Gómez and de Blas families, counselled by Garrigues, of their Madrid-based bus operations to UK transport operator Arriva, advised by Cuatrecasas.
Private equity deals have also stimulated the mid-tier market, but with restrained financing leverage. Mercapital backed a €180m MBO of Obras Subterráneas, the Spanish tunnelling specialist. A&O was hired by Mercapital, Cuatrecasas' advised the sellers, the Figar family, while Clifford Chance worked on the financing arranged by Santander and Italy's Unicrédito.
On the mergers front, low cost airlines Clickair and Vueling agreed a provisional plan to combine their operations. Clickair owners Iberia is likely to hold a 40% stake in the new company, 10% above the compulsory bid threshold, but its legal adviser, Allen & Overy, has to persuade the CNMV against a mandatory takeover bid.
The lack of big deals seems to have punished the international firms. According to Mergermarket's 2008 H1 report the three Iberian heavyweights, Cuatrecasas, Garrigues and Uría Menéndez reported 57 deals between them while Linklaters, Freshfields, Clifford Chance and Allen & Overy closed 24.
And despite the recent impetus provided by Santander´s acquisition of Alliance & Leicester and the British Airways / Iberian merger, feedback from Iberian General Counsel suggest that the English elite is now looking for business in the mid-market at rates that are lower than during the days of the megadeals.
As one Madrid partner told Iberian Lawyer:
“With fewer operations around, the pressure will be on the mid-tier M&A specialists, like Araoz & Rueda, CMS Albiñana and Pérez-Llorca to defend their territory.” The Mergermarket H2 report will show the extent to which they have been successful. |