MoFo lands £1.4bn deal for Thomson Multimedia

Morrison & Foerster‘s (MoFo) London office is in the throes of its first major transaction for Thomson Multimedia on its $2.1bn (£1.4bn) acquisition of Technicolor.

Thomson Multimedia is a long-term client of west coast technology specialist MoFo, and is particularly close to San Francisco-based partner Robert Townsend, who is also chair of MoFo’s global business department.

Although the London office has done some minor work for the company in the past, this is the first time the UK operation has been called in to work on a major deal for the media giant. MoFo’s London managing partner Kristian Wiggert headed the deal from the UK.

Thomson is purchasing Technicolor, a company which provides services to the media and content industries, from UK-based Carlton Communications.

It is part of a programme of deals between Thomson and Carlton designed to form a strategic alliance between the two companies relating to digital terrestrial, interactive television and media services.

Under the terms of the deal, which is expected to close by the end of the first quarter, Thomson will issue 15.5 million non interest-bearing bonds, representing around 5.5 per cent of the outstanding shares of Thomson. They will be redeemable in shares on the first anniversary of closing.

Thomson will pay a sum upon closing and then pay the net present value in aggregate in four instalments over four years.

Carlton, which is still waiting for shareholder approval, has agreed to pay a $40m (£27.2m) termination fee should the deal be discontinued and Technicolor be sold to a third party within the following 12 months.

A range of US and UK firms are involved in the deal. As well as MoFo, which is leading the deal, Lovells is advising Thomson on UK issues.

Representing Carlton, which also owns digital broadcaster ONdigital, is Sullivan & Cromwell, led by New York-based corporate partner David Kies.

Clifford Chance is advising on UK tax issues, led by partner David Harkness, with Slaughter and May acting on other legal and regulatory matters in the UK.

Carlton has been looking for a buyer for Technicolor for more than a year as part of a strategic decision to focus on its core media businesses.