Number crunching: Slaughter and May
11 June 2012 | By Yun Kriegler
Despite the global economy’s woes, Slaughter and May’s corporate practice has experienced its traditionally strong deal flow over the past three years.
Data provided by Thomson Reuters indicates that the magic circle firm was involved in 270 M&A transactions from January 2009 to March 2012.
The firm has demonstrated its ability to advise on upper mid-market and premium deals, as almost half of the transactions it advised on during that period were valued at above $250m (£160m), with 64 deals valued at more than $1bn.
About 72 per cent of the transactions involved either an overseas target or acquirer. In most deals Slaughters co-counselled with one or more firms. On almost 30 occasions, Slaughters worked with four or more other firms on the same side of the deal.
The largest deal completed during the period was the firm’s representation to HM Treasury, working closely with the Treasury’s legal advisers on a series of deals to stabilise the UK financial system. Royal Bank of Scotland’s (RBS) participation in the Government’s Asset Protection Scheme, for example, involved a capital injection by the Government of £25.5bn, which raised the Government’s economic interest
in RBS to 84 per cent.
Slaughters billed more than £22m to the Treasury for work undertaken between November 2007 and March 2009 (The Lawyer, 23 March 2009). It is understood that up to 12 partners were needed to work on Treasury mandates at busy times and the firm pocketed £4m in a single month at the height of the crisis.
The largest global corporate M&A deal the firm has completed since 2009 is Kraft’s takeover of Cadbury. Slaughters provided UK advice to longstanding client Cadbury, fielding corporate partners Steve Cooke and Tim Boxell. The firm worked with US advisers Shearman & Sterling, Cleary Gottlieb Steen & Hamilton, Squire Sanders and Australian firm Freehills.
Most of the transactions have substantial components in Europe, where Slaughters has a well-established best-friends network.
In 2009, the firm advised Unilever on its acquisition of several business units from the Sara Lee Corporation for €1.3bn (£1.04bn), working together with some of its best friends – Italian firm Bonelli Erede Pappalardo, French firm Bredin Prat and Dutch firm De Brauw Blackstone Westbroek.
Working with Japanese firm Mori Hamada & Matsumoto and Bredin Prat, Slaughters recently advised Japanese financial institution Glory Limited on its £650m acquisition of the Talaris Group in the UK.
Slaughters advised a total of 30 Asia-based companies – 15 targets and 15 acquirers – in M&A transactions in the specified period, mostly in the Greater China region. A highlight was advising Hong Kong-listed Orient Overseas (International) Limited in its sale of Orient Overseas Developments Limited to CapitaLand China Holdings for $2.2bn.
In Australia, the firm had a best-friends relationship with Allens Arthur Robinson, which has now formed an exclusive alliance with Linklaters. In the past three years, Slaughters won only five mandates by Australian companies for their M&A transactions and it worked alongside Allens in none of these. However, it engaged Allens in three cross-border acquisitions by its UK clients to advise on the Australian elements of the deals.
Among the multibillion-dollar transactions on which Slaughter and May has advised, there are several high-profile withdrawals and failed bids.
BHP Billiton’s $66bn (£43bn) offer for the Rio Tinto Group, which was withdrawn at the end of 2008, is one of the largest terminated deals. In 2010, BHP Billiton withdrew its offer for Canada’s Potash Corporation of Saskatchewan in a deal valued at $39.7bn. Slaughters was again BHP Billiton’s UK legal adviser.
In the same year, Slaughters acted for Prudential when the company withdrew its bid to acquire AIA for $35.5bn.
Top five deals in 2011
Advising UK software company Autonomy in the £7bn takeover offer by Hewlett-Packard Vision.
Advising Motorola Mobility on European competition matters in relation to Google’s £7.7bn acquisition of Motorola Mobility.
Advising Texas Instruments in its £4bn acquisition of National Semiconductor.
Advising Punch Taverns on the operational and structural separation of its spirits business by way of a demerger with an estimated value of £2.4bn.
Advising Old Mutual on the sale of Forsakrings AB Skandia to Livforsakrings AB Skandia for £2.1bn.
Slaughter and May’s M&A deals acting with best friends (January 2009-March 2012)