Shearman has previously advised the mobile operator on only minor US issues such as its Securities and Exchange Commission (SEC) filings and related corporate governance. This deal will see the company form a new holding company, buy out its minority shareholders and delist from the New York Stock Exchange (NYSE).
The general counsel at mmO2 Philip Bramwell told The Lawyer: “Shearman & Sterling has always been US counsel from the demerger onwards. There are a lot of US aspects to the scheme, so really it’s just that they’ve got the capability to do all aspects of the scheme under one roof on both sides of the Atlantic.”
Bramwell said he would continue to use Freshfields. The magic circle firm declined to comment.
Partner Peter King, who led the Shearman team, said: “This is our first significant deal for mmO2 and shows that we’re capable of translating our US strength into UK deals.”
The transaction is a culmination of the proposals announced by mmO2 on 17 November 2004 to implement a sustainable dividend policy and make distributions to shareholders. Under the proposals, a new holding company, O2 plc, will acquire mmO2 and reduce its share capital to create distributable reserves. In addition, O2 will delist from the NYSE and will not establish an alternative dispute resolution facility.
Ashurst advised the financial advisers Cazenove & Co and Merrill Lynch.