Gleiss bags Air Liquide after Freshfields, Hengeler conflicts

Gleiss Lutz has advised French gas giant Air Liquide for the first time following conflicts at Freshfields Bruckhaus Deringer and Hengeler Mueller. Gleiss referred the small UK aspect of the deal to best friend Herbert Smith.

The Air Liquide buyout of Messer Griesheim was referred to Gleiss by Bredin Prat senior partner Jean-François Prat. The French firm usually instructs its best friends in the Slaughter and May-Hengeler network, but Prat has worked with Gleiss in the past.

In this instance, Air Liquide’s usual adviser Freshfields opted to advise the family owners of Air Liquide’s target Messer Griesheim, and Bredin Prat’s best friend Hengeler was advising Air Liquide’s investors Allianz and Goldman Sachs, so Gleiss and Herbert Smith scooped the massive e2.8bn (£1.94bn) deal.

Although Messer Griesheim has assets in the US, where it accounts for more than 50 per cent of industrial production in the northern and eastern states, and in the UK, where the company operates in the bulk carbon dioxide market, the deal was concluded under German law. Gleiss acted as lead adviser in all three jurisdictions, with Coudert providing local US advice and Herbert Smith advising on the UK transactions.

The deal was led by Gleiss partners Gerhard Wegen, who was instructed personally by Prat, and Andreas Spahlinger, with Frankfurt-based Herbert Smith partner Philip Tallboys advising on the UK aspects.

Wegen commented: “It involves a simultaneous assumption and repayment of debts, particularly a US high-yield bond, and the restructuring of the Messer Griesheim Group.” Gleiss has also just completed Germany’s biggest-ever public-to-private, where it advised the target, chemicals group Celanese, on its takeover by the Blackstone Group.

The Air Liquide deal is also notable for Cleary Gottlieb Steen & Hamilton’s role. The firm expanded in Germany last year with the recruitment of Linklaters’ German head of competition law Dirk Schroeder. Schroeder, who opened a Cologne office for Cleary last November, is advising Air Liquide on EU and German antitrust clearance.

Gleiss had to turn down a role on the antitrust side because it acts for Linde, Messer Griesheim’s biggest competitor. Cleary was already advising Air Liquide on US antitrust issues, so it made sense for the US firm to coordinate the US, EU and German filings.