A&O’s brush with Wella gifts firm advisory role

Following a minor role on Wella’s sale to Procter & Gamble last year, Allen & Overy (A&O) has become one of the company’s main advisers.
A&O is advising Wella on a global licensing agreement with Procter & Gamble concerning Wella’s retail business as well as other concerns.
“It’s an extremely close relationship. Over the last six months, Hans-Christoph Ihrig has worked on little else, and I too have been very busy,” said A&O partner Henning Harte-Bavendamm.

A&O first worked with Wella at the beginning of 2003, when descendants of the founding Wella family agreed to sell their 78 per cent shareholding to Procter & Gamble. Because it was a friendly takeover, A&O’s role under the German takeover code was relatively small, but nevertheless made an impression.

The licensing deal sees Wella granting majority shareholder Procter & Gamble the right to market Wella consumer products in 50 countries and to use Wella’s trademarks and intellectual property rights in this context.

The agreement had to be conducted at arm’s length, because Procter & Gamble is just the majority shareholder and not the sole owner of Wella.

The consumer products division of Wella has not been as successful as its hairdressing and perfumery divisions, so the decision
was taken to exploit Procter & Gamble’s distribution expertise.

Wella was advised by A&O’s Frankfurt-based partner Ihrig, who worked on the original Procter & Gamble acquisition, and by Hamburg-based Harte-Bavendamm. The team also included A&O senior partner for Germany Arndt Overlack.

The firm’s reputation in Germany has been built on its work with banks, but over the last year it has made a conscious decision to target German corporates, and while its initial advice for Wella was on a small scale, it now seems to have a real foothold with the company.

“There are a number of follow-up projects that we’re working on, which I can’t disclose the details of,” said Harte-Bavendamm.
Gleiss Lutz partners Gerhard Wirth, Michael Arnold and Burkhard Goepfert advised long-term client Procter & Gamble.