Cleary, Linklaters, Freshfields advise on €40bn Lafarge Holcim merger

A mammoth team of advisors including Cleary Gottlieb Steen & Hamilton, Freshfields Bruckhaus Deringer and Linklaters has turned out to advise Lafarge and Swiss giant Holcim in their €40bn merger.

Cleary Gottlieb Steen & Hamilton put up a 30-strong team for the deal, hailed as the biggest ever tie-up in the industry. It included partners based in Brussels, Washington DC, Moscow and France. The company also turned to Swiss firm Bär & Karrer, which fielded M&A partner Rolf Watter.

Cleary is a longstanding adviser to Lafarge, which turned to Cleary in 2001 for its £3.1bn bid for Blue Circle industries and has acted on numerous M&A deals for the giant ever since.

This deal – described by both sides as a ‘merger of equals’ – will see Lafarge shareholders receiving one Holcim share for every Lafarge share held, while Holcim investors have taken 53 per cent of the group. The merged business will be based in Switzerland and listed in Zurich and Paris.

Holcim’s in-house team includes head of M&A Christof Hässig, group general counsel Xavier Dedullen, senior M&A counsel Lukas Studer and competition counsel Juhani Kostka.

Holcim turned to key advisors Homburger in Switzerland, led by managing partner Daniel Daenike, corporate partner David Osier and associates Marco Toni and Mario Wälti, tax partners Peter Riedweg and Reto Heuberger, competition partners Franz Hoffet and Gerald Brei, counsel Martin Thomann and associates Kerstin Schiwow-Amrhein and Bettina Meyer, and IP/IT partner Gregor Bühler and counsel David Rosenthal.

Meanwhile Linklaters advised Holcim on French law aspects led by M&A partner Fabrice de La Morandière. Freshfields Bruckhaus Deringer also fielded competition partner Frank Montag for antitrust matters. 

Slaughter and May’s French best friend Bredin Prat has taken a role for Lafarge’s main shareholder Groupe Bruxelles Lambert (GBL). The company currently owns 21 per cent of Lafarge, and would hold around 10 per cent in the merged entity. Corporate partners Patrick Dziewolski and Olivier Assant, corporate counsel Elsa Fraysse and corporate associate Jing Wei are working alongside tax partner Sébastien de Monès and associate Timur Celik and competition partner Marc Pittie and associate Natacha Callens.

Swiss firm Lenz & Staehlin is acting for Holcim shareholder Schweizerische Cement-Industrie-Aktiengesellschaft (beneficially held by Thomas Schmidheiny). Its team includes corporate partners Rudolf Tschäni and Hans-Jakob Diem, tax partner Pascal Hinny, corporate associate Simone Ehrsam and tax associate and Stephan Brandner.

Back in 2008 Lafarge UK slashed all its top 30 law firms from its legal panel in favour of regional firms in a bid to slash its legal spend (12 September 2008). Three years later the company merged with Anglo American’s Tarmac UK unit to create Lafarge Tarmac. That company launched its first legal services panel with Freeth Cartwright.

General counsel Fiona Penhallurick took over at Lafarge Tarmac after the exit of former GC Deborah Grimason to building and DIY retailer, the Travis Perkins Group (27 January 2014). Penhallurick joined Lafarge Tarmac from renewable energy company Covanta Energy and most recently held the post of managing director, after spending time as the company’s director of legal and corporate affairs (11 February 2014).

In 2012 Cleary was also one of several firms including Eversheds, Freeth Cartwright, Linklaters and Mayer Brown, to advise on the sale by Anglo American of various parts of its construction materials operations to Indian steel tycoon Lakshmi Mittal as a result of the Tarmac deal (19 November 2012).