Addleshaw Goddard, Ashurst and Nabarro will share the bulk of up to £6.85m in legal fees for their advice on the joint takeover bid for online betting outfit Sportingbet by William Hill and GVC Holdings, official filings have disclosed.
The figure, revealed in a formal deal document filed by the parties last Friday (25 January), comprises £3m to £3.5m paid by bidder William Hill, the betting group, to firms including main adviser Ashurst. A small proportion of the fees was incurred by Skadden Arps Slate Meagher & Flom, which took the cash-confirm role for Citigroup, fielding London corporate finance partner James Healy.
Co-bidder GVC, based in the Isle of Man, is set to pay an estimated £2m to its outside lawyers, according to the scheme document. GVC’s main external adviser on the £485m deal was Addleshaws, which is understood to have taken the bulk of this amount, with part of it going to DLA Piper.
DLA Piper’s role for GVC was on regulatory matters, with gambling specialist Hilary Stewart-Jones leading.
Nabarro, leading for target Sportingbet, will earn between £1.1m and £1.35m, the filings show, although a small slice of this went to Stephenson Harwood, which advised Sportingbet’s convertible bond trustee Capita Trust through banking head Jayesh Patel.
Other Sportingbet fees went to Herbert Smith Freehills, which advised some of the company’s employees through senior associate Annabel Gillham, Erskine Chambers barrister Andrew Thornton, who provided advice to the company, and Australia’s Addisons Lawyers, which fielded partner Jamie Nettleton for advice on the Australian aspects of the deal.
Under the terms of the deal, GVC, which provides services to the online betting industry, will acquire Sportingbet’s so-called unregulated business in jurisdictions such as the UK, Germany and Turkey, while William Hill will acquire the target’s Australian business and certain other assets and be granted a call option over its Spanish arm.
Ashurst corporate partners Anthony Clare and Jonathan Earle have been acting for William Hill, with Nabarro senior partner Graham Stedman leading for longstanding client Sportingbet (1 October 2012). Addleshaws’ lead partner for GVC was corporate specialist Nick Pearey.
The Ashurst team also included Sydney-based hotel and tourism partner John Stawyskyj and Madrid corporate partner María José Menéndez.
Parties in public M&A deals have been required to declare estimated legal fees since the introduction of the new City Code on Takeovers and Mergers, or Takeover Code, in September 2011.
A recent filing by drinks groups AG Barr and Britvic in relation to their £1.4bn merger revealed an uplift of over £1m payable to AG Barr adviser Dickson Minto should the deal complete (14 January 2013). The companies are still waiting for OFT approval before the merger can go ahead.
For an in-depth review of legal fees on public M&A fees in 2012, see feature