Cleary Gottlieb Steen & Hamilton and Linklaters have taken advisory roles on Bank of America Merrill Lynch’s SFr860m (£565m) sale of its non-US wealth management business to Julius Baer Group.
Bank of America (BofA) today (14 August) announced its agreement to sell the international unit to the Swiss private bank, with Julius Baer paying up to SFr860m.
The transaction price is set at 1.2 per cent of the value of assets under management transferred, which is estimated at between SFr57bn (£36.3bn) and SFr72bn (£45.9m) at the end of a two-year integration period. This means the transaction price is expected to range from around SFr680m (£446m) to roughly SFr860m. Julius Baer will partly fund it through a rights issue.
The sale excludes BofA’s Japanese joint venture, Mitsubishi UFJ Merrill Lynch PB Securities.
Cleary advised BofA, with New York corporate partner Paul Shim and London corporate partner Simon Jay leading alongside Washington DC-based corporate senior attorney John McGill and London associate duo Gabriele Antonazzo and Aaron Espin. The US firm’s team also consisted of advisers on areas including regulatory matters, IP and competition as well as French, Italian and Hong Kong law. BofA assistant general counsel George Wall also advised.
A Linklaters team led by City corporate partners Dan Schuster-Woldan and Matthew Bland and New York corporate partner Casper Lawson advised Julius Baer. The lead associate was London corporate specialist Emma Clark, while Julius Baer general counsel Christoph Hiestand and in-house counsel Nina Epper also advised.
Swiss firm Lenz & Staehelin advised Julius Baer on Swiss-law matters, fielding Zurich-based corporate partners Rudolf Tschäni and Tino Gaberthüel.
Background to this deal:
Cleary and Linklaters’ involvement on the latest deal resembles the line-up on BofA’s takeover of Merrill Lynch in 2008, when the US firm guided BofA and Linklaters advised Merrill Lynch (25 September 2008).
Cleary has a longstanding relationship with BofA, which it advised on the increase of a stake in China Construction Bank in 2005 (24 October 2005). It also led it through the acquisition of credit card issuer MBNA the same year (1 July 2005).
Linklaters’ Bland pitched against rival firms for the latest mandate after being invited to tender. The firm has encountered Julius Baer before, with London corporate partners John Lane and Tom Shropshire previously advising banks Goldman Sachs and UBS as underwriters on the Swiss group’s 2005 rights issue. Davis Polk & Wardwell acted for the company, which also hired Swiss-law adviser Lenz & Staehelin.
Davis Polk also advised Julius Baer on US law in relation to its 2009 listing on the SIX Swiss Exchange alongside Swiss specialist Lenz & Staehelin, with Linklaters not featuring in that deal.