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Latham advises NVIDIA on US$40 Billion acquisition of Arm

Latham & Watkins LLP represents NVIDIA in its acquisition of Arm Limited (Arm) from SoftBank in a cash and stock deal valued at up to US$40 billion. The combination brings together NVIDIA’s leading AI computing platform with Arm’s vast ecosystem to create the premier computing company for the age of artificial intelligence, accelerating innovation while expanding into large, high-growth markets. SoftBank will remain committed to Arm’s long-term success through its ownership stake in NVIDIA, expected to be under 10 percent.

The Latham deal team is led by M&A partners Josh Dubofsky and Charles Ruck in Silicon Valley and New York and Ed Barnett and Farah O’Brien in London, with associates Saad Khanani, Amro Suboh, Hector Sants, Stephanie Isaia, Oliver Cohen, Rachelle Polsky, Michael O’Halloran, Andria Varnavides, Angharad Simon, and Saavan Shah. San Francisco partner Joshua Holian, Brussels partner Sven Völcker, Washington, D.C. partner Les Carnegie, and London partners David Little and Charles Claypoole advised on regulatory matters with counsels Rita Motta, Jana Dammann, and Annie Froehlich, and associates Sophia Bertran, Natasha Pardawala, Giuditta Caldini, Alexandra Luchian, Niklas Brüggemann, and Rob Price.

Advice was also provided on tax matters by Washington, D.C. partner Nicholas DeNovio and London partner Sean Finn, with associates Pierce Pandolph, Aoife McCabe, and Jared Grimley; on intellectual property matters by London partner Deborah Kirk and Silicon Valley partner Anthony Klein, with associates Arielle Singh, Kirsty Watkins, Grace Erskine, and Elva Cullen; and on benefits and employment matters by London partner Catherine Drinnan, Paris partner Matthias Rubner, Munich partner Tobias Leder, and San Francisco partner Julie Crisp, with associates James Robinson, Adam Ray, Romain Nairi, and Agathe Flandre; on real estate matters by London partner Quentin Gwyer with associate Danni Davies; and on environmental matters by London partner Paul Davies with counsel Michael Green. Additional advice on the transaction was provided by counsels Rachel Alpert and Daniel Smith, and associates Jason Despain, Yasmina Vaziri, and Marcus Tomlison.

Deloitte announces intent to acquire the business and assets of Keytree

Deloitte today announced its intention to acquire the business and assets of Keytree, the international award winning technology consultancy, headquartered in the UK with offices in India, Spain, Australia and Canada.

Founded in 2006, Keytree, a business with 400 employees, provides digital transformation services including data analytics, cloud and robotic technologies and a suite of products and managed services.

The combination of Deloitte and Keytree’s capabilities will create the UK’s largest SAP-enabled transformation practice and allow Deloitte to significantly grow its capacity to support clients worldwide with their digital transformation programmes.

Richard Houston, senior partner and chief executive of Deloitte UK, said: “The UK has played host to many of the world’s most significant technology advancements, bringing huge benefits to the country’s economy and the skills of its workforce. We believe that beyond COVID-19, investment in technology will be a critical catalyst for the recovery of UK businesses. Being digitally-connected has never been more important. Organisations of every size need to find new ways to thrive post COVID-19 and digital transformation programmes will be right at the heart of this. Bringing together our scale and Keytree’s expertise and entrepreneurial spirit will help our clients to ensure these critical programmes support their long-term success. We’re looking forward to welcoming the Keytree team into our firm once the deal completes.”

Keytree’s chief executive officer, Dan McNamara, managing director, Tim Kyle, and wider workforce will integrate into the firm’s consulting practice.

On making the announcement, Dan McNamara, chief executive of Keytree, said: “The skills, size and scale of our team has grown quickly over the past 14 years. Combining our business and people with the brilliant team at Deloitte and fusing the firm’s rigorous technology and data expertise with our own will ensure that we are able to operate and innovate at an even larger global scale and be in the best position possible to support our clients when they need us most.”

Tim Kyle, managing director of Keytree, added: “This is an exciting time for Keytree as we build on the success we have experienced over the last 14 years. Both companies share similar cultural and business values and by working together in the future, we will be in a position to deliver solutions for our customers that will overcome significant business challenges, drive digital innovation and continue our commitment to positively impact the communities in which we operate.”

With headquarters in London, Keytree currently operates within the UK, India and Spain, with smaller divisions located in Australia and Canada. Working with Deloitte, Keytree will extend its reach to work across the firm’s global network.

Keytree’s skills and expertise will bolster Deloitte’s implementations of SAP S/4HANA®, SAP Customer Experience, SAP® SuccessFactors® and SAP Cloud Platform, supporting customers with their key digital transformation strategies, growth and success in the years ahead.

Rob Cullen, partner and leader of Deloitte’s enterprise technology practice, added: “Bringing together Keytree’s market leading capabilities in SAP digital design and innovation with our own will give clients an unrivalled breadth and depth of expertise as they transform the functions at the heart of their businesses. This will significantly boost the ways that we can transform our clients’ digital core operations and the experience of their customers and employees as they continue to adapt to new ways of working. Teams from Deloitte and Keytree have collaborated for a number of years to support clients and I am excited by the prospect of accelerating Keytree’s growth when it becomes a Deloitte business.”

Anne-Marie Malley, managing partner for consulting at Deloitte, concludes: “Our clients are increasingly calling on us to re-imagine their businesses in the digital era. By joining with Keytree, we will bring new possibilities to our client’s digital transformation strategies, enhancing the impact they bring to the market, the products they launch and the experiences of their employees and customers at a global scale. Digital innovation will continue to act as the North Star for our clients’ businesses in years to come, through working together with Keytree we can ensure they are supported by market-leading expertise and capabilities throughout every new digital initiative.”

Hogan Lovells advises Ingredion on its £185 million acquisition

International law firm Hogan Lovells has advised NYSE-listed firm Ingredion, a leader in the plant-based ingredient solutions market, on its £185 million acquisition of PureCircle, a London-listed producer of stevia sweeteners. The acquisition advances Ingredion’s specialties strategy for sugar reduction and will support future sales growth.

The takeover was implemented by way of a scheme of arrangement with PureCircle shareholders having the option to receive cash or shares in the Ingredion Bidco. Ingredion have also invested a further US$130 million into PureCircle by means of an equity injection, and a result of this acquisition will control 75 percent of PureCircle. The transaction was announced in April, though completion was subject to the satisfaction of a number of conditions, including obtaining antitrust clearance in the United States.

The corporate team was led by corporate partners Maegen Morrison (in London), together with Bill Curtin and Richard Parrino, based in Washington, D.C. They were supported by teams in China, the United States, Belgium and London across a variety of practice areas including antitrust, corporate, data protection, employment, employee share schemes, IP, real estate, and pensions.

Commenting on the deal, partner Maegen Morrison said: “It has been a pleasure to work with Ingredion on its first public acquisition in the UK. The transaction is yet another example of the breadth and depth of our global practice and our ability as a firm to work seamlessly across jurisdictions and practices, in close conjunction with our client’s legal and deal teams, even when working remotely.”

Global Head of M&A, Bill Curtin added: “We are honoured to serve as M&A counsel to Ingredion, drawing upon our ability to execute cross-border transactions in regulated industries and by providing our global resources to promote our clients’ continuing success.”

Hogan Lovells advise ISOC Group in latest acquisition

The Hogan Lovells Warsaw Office have advised ISOC Group in the acquisition of the A and B buildings of the Silesia Business Park from the Swedish investor, Niam.

The Silesia Business Park is located in the most dynamic business district in Katowice, Poland and the transaction involved two class A office buildings with a leasable area of over 24,000 sq.m. The transaction means that ISOC Group will become the exclusive owner of the entire Silesia Business Park complex and the acquisition marks another real estate investment of the ISOC Group in the Polish market.

ISOC Group is a real estate and industrial infrastructure investment company based in the Philippines, with stakes in telecommunications, logistics and cold chain. In 2019, ISOC was shortlisted for the real estate Eurobuild Investor of the Year award.

On the Purchaser’s side, the transaction was executed by counsel Bartosz Clemenz; Head of Hogan Lovells Warsaw real estate practice, partner Marek Grodek, supervised the transaction and coordinated the multidisciplinary legal team. The full real estate transaction team comprised of senior associates Ewa Kraszewska, dr Katarzyna Sulimierska, associate Adam Nowosielski, as well as lawyers Paweł Gnaś, Daria Kostewicz and Karolina Samocik. Partner Piotr Zawiślak, and senior associate Mateusz Dereszyński advised on the financing aspects of the transaction while counsel Ewa Kacperek, and Weronika Wołosiuk advised on IP law.

This is another significant deal concerning Asian investment into commercial property in Poland, which the Hogan Lovells Warsaw office have recently been involved in.

Pinsent Masons advises Flogas Ireland on latest acquisition

Multinational law firm Pinsent Masons has advised Flogas Ireland, a subsidiary of DCC plc, on its entry into Northern Ireland with the acquisition of Budget Energy.

It marks the largest investment that Flogas has made in Ireland into the growth of its energy business and will enable its expansion into the residential and commercial electricity market in Northern Ireland where it has been operating for over 30 years in the liquefied petroleum gas (LPG) and more recently, the commercial natural gas market.

Budget Energy is one of Northern Ireland’s leading electricity suppliers. In recent years it has contracted with a strong portfolio of local renewable energy generation across solar, wind and anaerobic digestion sources. This renewable generation will be a key contributor to Flogas’s sustainability strategy. Budget Energy, which trades as BE Energy in the Republic of Ireland (ROI) has over 90,000 customers.

Commenting on the deal, Andrew Kerr said, “A deep rooted understanding of Ireland’s highly competitive energy retail sector and increasing regulatory demands enabled us to successfully bring this transaction into fruition. This is an extremely significant acquisition for Flogas and is closely aligned with its long term strategy to become one of Ireland’s leading all-island energy suppliers.”

Pinsent Masons advised Flogas on all aspects of the acquisition and was led by Andrew Kerr and Lisa Early with support from Danielle McKeefry, Dorian Rees, Laura McCrea and Craig Patterson.

The deal marks another important milestone in Pinsent Masons’ long standing relationship with DCC plc. Last year, the firm advised DCC Vital in its sale of Kent Pharmaceuticals.

Clifford Chance advises Shuanghuan on latest acquisition

Clifford Chance has advised China-based auto component producer Zhejiang Shuanghuan Driveline Machinery Co., Ltd (Shuanghuan) on the acquisition of a majority share in German gearbox and auto component manufacturer Schmiedetechnik Plettenberg GmbH & Co. KG and Werkzeugtechnik Plettenberg GmbH & Co. KG. German VVP Vermögensverwaltung Plettenberg GmbH & Co. KG is selling its 81 percent of its shares in both companies. Upon closing of the transaction the Chinese investor will inject further capital into the group and thereby increase its shareholding.

Schmiedetechnik Plettenberg and Werkzeugtechnik Plettenberg are engaged in R&D, manufacturing, and sale of metal mold and precision molding parts for the automotive and construction machinery sectors.

Zhejiang Shuanghuan Driveline Co., Ltd., a listed company based in Hangzhou, China, produces and sells gears and shafts. The company’s products are widely used in the fields of inter alia cars, electric cars, high-speed rail traffic, electric tools and industrial robots. By acquiring the German gear manufacturers, Shuanghuan is accelerating its international development and further expanding its European business.

The Clifford Chance team advising Shuanghuan on the acquisition comprised partner Nicole Englisch and associate Sebastian Lahner, senior associate Nico Basener, associate Annika Ascher (all Corporate/M&A, Munich), counsel Dimitri Slobodenjuk and senior associate Caroline Scholke (both Antitrust, Dusseldorf), partner Claudia Milbradt, counsel Florian Reiling and senior associate Nicolas Hohn-Hein (all IP, Düsseldorf), partner Ines Keitel, senior associate Christopher Fischer (both Frankfurt) and associate Mario Maier (Munich, all Employment), partner Mathias Elspaß, senior associate Philipp Büsch and associate Felix Feldmann (all Corporate/Public Law, Düsseldorf), partner Christian Keilich (Frankfurt), counsel Dennis Blechinger and foreign lawyer Marion Dalvai (both Munich, all Real Estate), partner Barbara Mayer-Trautmann and senior associate Jennifer Seipelt (both Acquisition Finance, Munich) and partner Olaf Mertgen and counsel Dominik Engl (both Tax, Frankfurt) as well as a team from the Clifford Chance office in Shanghai lead by partner Glen Ma and including counsel Richard Cui (both Corporate/M&A).