Carve-outs

Perfetti Van Melle: advising on its $1.35bn acquisition of Mondelez's developed-market gum business in the United States, Canada and Europe.

Unilever: advising on the €4.5bn sale of the world's leading tea business to CVC Capital Partners.

Tate & Lyle: on the US$1.7bn separation and sale of a controlling stake in its primary products business to KPS Capital Partners and the establishment of associated joint venture arrangements.

Nestlé: advising on its sale of Nestlé Skin Health for an enterprise value of CHF10.2bn.

Unilever: advising on the US$7bn carve-out sale of its global spreads business to KKR.

Caesars Entertainment: advising on the £2.2bn sale of its William Hill's non-US online and retail businesses to 888, the UK listed online casino brand.

McKesson Corporation: on its strategy to streamline its business in Europe, including the sale of McKesson Europe businesses in France, Italy, Ireland, Portugal, Belgium, and Slovenia to the PHOENIX group and the sale of its UK business, including Lloyds Pharmacy, to AURELIUS.

PAI Partners and Carlyle: on the acquisition of Theramex, the leading global specialty pharmaceuticals company focused on women’s health.

Novartis: advising on:

• the US$7.1bn sale of Novartis’ vaccines business to GSK.
• the carve-out for antitrust reasons of the influenza vaccines business from the vaccines business sold to GSK and sale to CSL Limited (simultaneous closing).

Qiagen: advising on the acquisition of GE Healthcare's forensic technology business.

Takeda: advising on its disposal of its haemostasis product TachoSil to GTCR.

RTX Corporation: advising a large multinational defence and aerospace conglomerate on the sale of its actuation business to Safran, a French multinational in the aerospace sector for US$1.8bn.

Carrier Global Corporation: advising in connection with the €12bn acquisition of the Climate Solutions Business of Viessmann Group. The largest M&A deal in Germany 2023.

ThyssenKrupp: advising on the €17bn sale of its elevator business to a consortium of bidders led by Advent, Cinven and RAG Foundation. One of the top 3 global M&A deals by deal value in 2020.

Whirlpool Corporation: advising on the US$1.08bn sale of its Embraco compressor business to Nidec Corporation.

Daimler: advising on the spin-off and EUR28bn stock exchange listing of the commercial vehicles division Daimler Truck.

National Grid: on the sale of a 60% interest in its gas transmission and metering businesses. The enterprise value for the businesses was approximately £9.6bn and this was the largest UK carve out in 2022.

BP: advising on the sale of its Acetyls and Aromatics business to INEOS.

National Grid/Cadent: advising on the sale of a 61% equity interest in its UK gas distribution business (Cadent) for an enterprise value of £13.8bn. The biggest ever energy infrastructure deal in the UK.

Macquarie Group and Wren House: advising on the divestment of part of Viesgo's portfolio to Repsol for €750m.

TDR: advising on the US$5bn sale of Modulaire Group to Brookfield Asset Management.

Rio Tinto: advising on the sale of its Alcan Engineered Products business to Apollo and FSI, with Rio Tinto maintaining a sizeable minority stake.

Anglo American: advising on the demerger of its South African thermal coal operations into a new company with a primary listing on the Johannesburg Stock Exchange and a standard listing on the London Stock Exchange.

KAZ Minerals: advising on the US$240m transfer of certain mature assets in the Central Regions of Kazakhstan to Cuprum Holding.

Vantage Data Centers: advising on a carve-out and sale by Vantage Data Centers of a 51.4% interest in part of its European ‘stabilised’ data centre business to a consortium of long term investors.

CK Hutchison: advising on the €10bn sale of their European towers business to Cellnex.

I Squared Capital: advising on its US$2.15bn acquisition of GTT's transatlantic fibre network and data centre infrastructure division.

Vodafone: advising on the carve-out of off its pan-European mobile mast business.

Arqiva: advising on the £2bn sale of their telecoms division (towers business) to Cellnex, covering 7,400 of Arqiva’s cellular sites.

HSBC: on the CA$13.5bn sale of its Canadian banking business to the Royal Bank of Canada.

Citi: on the approx. US$4.9bn sale of its five consumer banking franchises in Southeast Asia.

Bank of Scotland: advising on its acquisition of Tesco Personal Finance plc’s (Tesco Bank) prime £3.7bn UK residential mortgage portfolio.

NatWest Group: advising on the sale of its Investor Products and Equity Derivatives business to BNP Paribas and the proposed carve-out of Williams & Glyn.

Lloyds Banking Group: advising on its branch disposal sale process creating the TSB Banking Group.

Julius Baer: advising on the acquisition of the non-US Global Wealth and Investment Management business of Bank of America Merrill Lynch.

• Global merger control and foreign investment filings analysis, analysing and coordinating clearances
• Structuring solutions and remedy proposals
• Engagement with regulators
• Buyer risk assessment
• Information exchange and clean team arrangements

• Works council and union engagement
• Business transfer issues (including TUPE)
• Share plans – analysis of carve-out impact
• Transaction-related incentives
• NED and senior management appointments
• Directors indemnification
• Remuneration framework design and implementation
• Board committee terms of reference
• Employee/director share dealing issues

• IT, IP, data and supply chain due diligence
• Transitional Services Agreements (TSAs)
• Post-closing supply chain arrangements
• Distribution Services Agreements (TDSAs)
• Transitional IP arrangements
• Data separation

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• Pension scheme due diligence
• Liability and debt-trigger implications
• Funding obligations and contingent assets
• Pensions restructuring
• Regulator risk and negotiations
• Negotiation with trustees
• Pension benefit transfers under TUPE