Mergers and acquisitions
Separations and carve-outs
We’re the global leader in complex cross-border carve-outs
Freshfields consistently ranks as the #1 law global law firm by value for cross-border M&A, spin-offs and divestment deals, and we leverage that experience to get our clients the best results.
We have market-leading experience on buy-side and sell-side separations (including carve-outs, spin-offs and demergers) across a variety of sectors, acting for large corporates as well as private capital investors. We understand the complexities inherent in these types of transactions and can help you anticipate these to manage risk and maximise value at every stage of a separation project. Our experience isn’t limited to the legal issues, and we work across the broader operational and commercial touchpoints, including structuring and tax considerations, as well as partnering with businesses to define the carve-out perimeter, identifying key assets and liabilities that will transfer or be retained.
We work as a fully integrated carve-outs team with experts for every issue. At the heart of our team are corporate, commercial, IP and data lawyers, who work efficiently as one lead team within our transactions practice. On a complex separation project they leverage our employment, pensions, tax, financing, regulatory and antitrust colleagues, so that our unrivalled bench strength ensures we’ve got all the angles covered.
We are able to offer bespoke AI and legal tech to drive efficiencies. The Freshfields Lab offers tools – which we have honed on multiple large projects – to simplify global and complex carve-outs and to boost efficiency.
Client successes
3M on the spin-off its healthcare business segment into Solventum Corporation, a standalone company now listed on the NYSE with over US$8bn turnover and more than 27,000 employees. The business had to be separated in over 480 sequenced steps in 90 jurisdictions, creating a new global organisation in over 40 jurisdictions.
CVC on the acquisition of Unilever’s global tea business which had been carved-out of the broader Unilever Plc group. The transaction was valued at €4.5bn (on a cash-free, debt-free basis) and included brands such as Lipton, Pukka, Tazo, T2 and PG tips.
LSEG on a series of connected transactions including (i) the acquisition of the Refinitiv business from a consortium led by Blackstone and Thomson Reuters; and (ii) its disposal of Borsa Italiana to Euronext for €4.325bn (plus an additional sum based on the period until completion).
Novartis as global transaction counsel on the separation and spin-off of Sandoz, its generics and biosimilars division; as a consequence of the Spin-off, Sandoz has become an independent, publicly traded company on the SIX Swiss Exchange with ADRs traded on the over-the-counter market in the US.
Renault Group on: (i) the carve-out of its electric vehicle and vehicle software defined business enabling to create the Ampere Group; and (ii) its 50/50 joint venture with Geely and the carve-out of its combustion and hybrid engines business.
Sanofi on its exclusive negotiations with CD&R for the potential purchase and sale of a 50% controlling stake in Opella, its consumer healthcare business. The proposed transaction paves the way for the creation of a new, standalone leader in consumer healthcare, while supporting Sanofi’s strategy and increased focus on innovative medicines and vaccines. Sanofi would remain a significant shareholder in Opella.
A West-coast based hardware and software provider on the complex and strategic acquisitions of: (i) the majority of a smartphone modem business; and (ii) part of a European chipmaker.
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Contacts
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David Brooks 合伙人
London
Dr. Philipp Dohnke 合伙人
Hamburg
Barbara Keil Partner
Munich
Giles Pratt 合伙人
London
Menachem Kaplan 合伙人
New York
Jon Scurr 顾问律师
London