City pair act as catalysts in ICI mega-deal

Twenty-three lawyers from Freshfields – including 11 partners – and around 20 from Slaughter and May helped engineer ICI's massive £4.9bn cash acquisition of Unilever's four speciality chemicals businesses, National Starch, Quest, Unichema and Crosfield.

Unilever had initially put the four businesses up for open auction in February. The company's chief counsel, Steve Williams, said: “The businesses were not discrete companies – they cut into 74 companies we owned around the world. So our in-house lawyers in every country had to do a tremendous amount of geological excavation to dig them out.”

The rules for the auction process were drawn up in what Williams describes as a “seminar” of in-house lawyers, led by Paul Neely plus Slaughter and May partners Chris Saul and Michael Pescod, Dutch firm De Brauw Blackstone Westbroek – one third of Unilever's Dutch business, representing 4,000 workers, was being transferred – and US counsel Cravath Swaine & Moore.

Then ICI, which had been in the first round of the auction, dramatically upped its bid to £4.9bn in a pre-emptive strike. Unilever liked the offer. The legal teams from both sides had less than a fortnight to complete before the second round of the auction would have fallen due.

Williams said: “I think it helped that ICI's chief executive came from Unilever.”

Due diligence was intense, said Anthony Salz, Freshfield's senior partner. ICI also instructed Davis Polk & Wardwell for US work.

Williams commented: “Both Freshfields and Slaughter and May put almost unlimited resources into it. It's fair to say I don't think many other firms in London could have done it.”