Sika, the Swiss-based global construction chemicals group, has taken an important step towards the completion of its EUR 5.3 billion acquisition of the MBCC Group from the private equity firm Lone Star. MBCC, the former construction chemicals division of BASF, was acquired by Lone Star in 2019 and sold to Sika in November 2021.
On January 13. 2023 Sika signed with INEOS, the UK-based global chemicals group, an agreement for the divestment to INEOS of MBCC's admixtures business in the United States, Canada, the UK, the European Union, Australia and New Zealand. The divested business comprises production plants and sales offices for admixtures with 1,600 employees in 36 jurisdictions. The annual sales are about EUR 920 million. With the divestment, Sika complies with its undertakings to the antitrust authorities as a requirement for regulatory clearance of the MBCC acquisition. The divestment itself is subject to certain regulatory clearances and is expected to be completed in the first half of 2023.
Baker McKenzie has advised Sika as lead counsel with respect to all legal aspects of the transaction, including the regulatory processes, the auction sale, the carve-out of the divested business from the MBCC Group and the legal documentation and negotiation of the transaction. The legal work involved a large international team of Baker McKenzie, consisting of several hundreds of lawyers in more than 50 jurisdictions plus a large number of external law firms in jurisdiction outside the Baker McKenzie network.
Florian Kästle, lead partner of the Baker McKenzie team of the transaction, comments on the transaction as follows: "We are very happy that the successful signing of a divestment transaction with INEOS clears the way for Sika to complete its acquisition of the MBCC Group. The regulatory processes with numerous authorities around the world and the requirements for the carve-out and divestment created an extraordinary challenge for the trans-action. I am glad that with our deep expertise in international antitrust matters and our powerful global carve-out team we had been able to assist Sika in mastering these challenges."
Baker McKenzie's Corporate/M&A team regularly advises on domestic and international M&A transactions. Most recently, Baker McKenzie advised, among others, Fluidra on its acquisition of Meranus Group, Magna on the acquisition of Veoneer's Active Safety Business, MicroVision on the acquisition (asset deal) of the business of Hamburg based Ibeo Automotive Systems, Trane Technologies on the acquisition of AL-KO Air Technology, Pacoma on the sale to L&P, Deutsche Beteiligungs AG (DBAG) on its investment in vhf Group, VINCI Energies S.A. on the acquisition of parts of Kontron AG, AURELIUS on the acquisition of AGFA Offset Solutions and of Footasylum from JD Sports, FUNKE Digital on the acquisition of Baseplus DIGITAL MEDIA GmbH, Knorr-Bremse AG on the sale of its stake in Haldex AB to SAF-Holland SE, Siemens on the sale of its Commercial Vehicles business to Meritor, Kerry Group plc on the acquisition of cLEcta, Celanese on the acquisition of DuPont's Mobility & Materials business and Sika AG on the acquisition of the MBCC Group.
Legal advisor to Sika:
Baker McKenzie
Lead:
Corporate/M&A: Florian Kästle (partner, Frankfurt), Jannan Crozier (partner, London), Alan Zoccolillo (partner, New York)
Team:
Corporate/M&A: Christian Atzler (partner, Frankfurt), Thorsten Seidel (partner, Berlin), James Heller (partner, London), George Ewen (associate, London), Stephan Gönczöl (associate, Munich), Felix Werner (associate, Frankfurt), Jieun Tak (associate, New York)
Antitrust: Nicolas Kredel (partner, Düsseldorf), Christian Burholt, (partner, Berlin), Gavin Bushell (partner, Brussels), Samantha Mobley, Luis Gomez (partners, London), Creighton Macy, Brian Burke, John Fedele, Teisha Johnson (partners, Washington), Arlan Gates (partner, Toronto), Georgina Foster (partner, Sydney), Jan Kresken (counsel, Düsseldorf), Florian Kotman, Markus Mossmann (associates, Düsseldorf), Karoline Phillips (senior associate, London), Justine Johnston (associate, Toronto), Stephen Crosswell (partner, Hong Kong) Laura Liu (principal, FenXun, Beijing) and Zhu Yu (associate, FenXun, Beijing)
Carve-out: Holger Engelkamp (counsel, Berlin), Nikolas Lazaridis, Nadine Uhrner (associates, Frankfurt), Phelim O'Doherty (partner, London), Kate Bromley, Kiki Tienstra (senior associates, London), Tiarna Meka (associate, London)
Tax: Thomas Gierath (partner, Munich), Viktoria Ritter (associate, Munich), Philipp Klinker (partner Frankfurt), Ariane Schaaf (counsel, Frankfurt), Cornelia Hoene (associate, Frankfurt)
IP: Rembert Niebel (partner, Frankfurt), Lena Weber (associate, Frankfurt)
Employment: Gregor Dornbusch (partner, Frankfurt), Agnes Herwig (senior associate, Frankfurt), Julia Wilson (partner, London), Anne-Marie Davies (senior associate, London)
Pensions: Jonathan Sharp (partner, London)
Foreign Investment: Anahita Thoms (partner, Düsseldorf), Alexander Ehrle (associate, Berlin)
plus several hundreds of further attorneys in more than 45 offices of Baker McKenzie around the world
Sika Legal Inhouse Team:
Stefan Mösli (general counsel), Raffaella Marzi, Jürg Suter, Patrick Neill, Barbara Barta
26 January 2023