Imperial Tobacco picks A&O for Hamburg advice

A&O invades Ashursts’ territory to win work on the largest acquisition this year

Allen & Overy has secured Imperial Tobacco as a new client following its instruction on the company’s £3.2bn acquisition of Hamburg-based tobacco company Reemtsma Cigarettenfabriken.
The instruction on this year’s largest acquisition so far will come as a blow to rival firm Ashurst Morris Crisp, which is Imperial’s traditional corporate adviser.
A&O won the work on the back of Imperial’s relationship with corporate partner Jeremy Parr. Parr moved to A&O from Ashursts at the beginning of 2001, and has a strong relationship with Imperial’s chief executive officer Gareth Davis.
He led the Ashursts team advising on the company’s demerger from Hanson in 1996 and then the subsequent acquisitions of Rizla in 1997 and Douwe Egberts in 1998.
A&O banking partner Stephen Gillespie led the team advising on the new debt facilities.
Ashursts does continue to advise Imperial though, and corporate partner Jonathan Fox led the team instructing on the related rights issue.
Guy Norman led a team at Clifford Chance, advising equity underwriters ABN Hoare Govett, Deutsche Bank and Morgan Stanley alongside US firm Davis Polk & Wardwell.
Clifford Chance partner James Johnson led the team advising the debt underwriters Morgan Stanley, JP Morgan, BNP Paribas, Deutsche Bank, the Royal Bank of Scotland and ABN Amro.
Johnson said that the deal was unusual because Clifford Chance won the equity work on the back of the debt work. “It’s good for us that we got to act for the equity underwriters on the back of doing the debt finance when in the past this has most often been done by separate law firms,” he said.
Under the deal, Imperial will acquire 90.01 per cent of the issued share capital of Reemtsma and will have the option to buy the remaining 9.99 per cent at the same price until 2005.
The acquisition will be financed by a rights issue with the balance being financed by bank debt.
Imperial’s US law firm Weil Gotshal & Manges was instructed on US law for the rights issue.
Imperial beat off competition from a number of other bidders, including Gallahar, Japan Tobacco and Altadis.