Magic circle duo on call with Slaughters for Vodafone and Liberty Global Dutch merger

Allen & Overy (A&O) and Freshfields Bruckhaus Deringer are advising Liberty Global on its joint venture with Vodafone’s Dutch operations, with the latter turning to Slaughter and May and NautaDutilh.

The merger concerns Liberty Global’s Dutch cable brand Ziggo with Vodafone’s mobile business in the country.

Vodafone turned to Slaughter and May on the 50/50 joint venture, with a team led by partners Roland Turnill and Susannah Macknay. Partners Steve Edge, Claire Jeffs and Rob Sumroy advised on tax, competition and IP/IT respectively, while financing matters were handled by Guy O’Keefe.

Slaughters worked alongside Dutch firm NautaDutilh, with TMT chair Piet Sippens-Groenewegen representing Vodafone in Amsterdam. He worked with corporate partners Leo Groothuis and Lieke van der Velden, with partner Edward Rijnhout advising on tax issues.

Under the terms of the transaction, Vodafone will pay €1bn (£780m) to Liberty Global to equalise ownership in the joint venture.

Liberty Global turned to Freshfields Bruckhaus Deringer for advice, with corporate partners David Sonter and Philip Richards working in London, alongside tax partner Peter Clements.

In Amsterdam, a team from fellow magic circle firm A&O also worked with the company.

The joint venture will operate under the Vodafone and Ziggo brands providing video, broadband, mobile and B2B services across the Netherlands. The transaction is expected to close at the end of 2016.

Background to the deal

Liberty Global bought Dutch cable operator Ziggo back in 2014 in a £5.7bn acquisition. At the time, Freshfields was on Ziggo’s side, having also acted on its 2012 IPO, while A&O scooped the key role for buyer Liberty Global. However, Freshfields had previously also acted for Liberty Global, when it entered into a joint venture with Discovery Communications to buy All3Media in 2013.

Liberty Global has been one of the world’s most transactional telecoms companies in the last few years, and both Freshfields and A&O have represented it in multiple deals. Freshfields was involved in its purchase of British Sky Broadcasting’s minority stake in ITV, while A&O acted on the banking side when Liberty Global took over Virgin Media for $23.3bn.

Meanwhile, Vodafone has turned to Slaughter and May on a number of large deals , despite the company also seeking advice from corporate counsel Linklaters. Linklaters, for example, assisted on the company’s purchase of Kabel Deutschland in 2013, although Slaughters won the lead mandate on the company’s $130bn acquisition of a stake in Verizon Wireless over two years ago. Most recently Slaughters again worked opposite Liberty Global, as the latter looked to buy Slaughters’ client Cable & Wireless.