Baker McKenzie today announced it has advised Sika, the Swiss global construction chemicals group, on the successful EUR 5.3 billion acquisition of the Master Builder Construction Chemicals (MBCC) Group from Lone Star. The deal saw Baker McKenzie co-ordinate with six major regulators to align behind a global timeline to re-move competition concerns and divest MBCC’s concrete admixtures business to the international private equity investor Cinven. The transaction represents the largest acquisition in Sika’s 113-year history and was closed on May 2nd 2023.
MBCC, with headquarter in Mannheim, Germany, is the former construction chemicals division of BASF. It is a global supplier of construction chemicals and solutions for the construction industry with 7,500 employees, operations in more than 60 countries and annual sales of EUR 2.7bn. In 2019 BASF had sold MBCC to the financial investor Lone Star. In November 2021 Lone Star signed a deal to sell MBCC to Sika. The admixtures business divested to Cinven includes production sites and sales offices in 36 countries with more than 1,600 employees and annual sales of EUR 900m.
Florian Kästle, lead partner of the Baker McKenzie team, commented, "It was a great privilege to continue our longstanding relationship with Sika and complete this significant deal. With our deep experience in international merger clearance proceedings, our unparalleled competence for global carve-out transactions and with assistance from Baker McKenzie counsel across the globe, we have been able to fully support Sika with their long-term strategic goals.”
Baker McKenzie acted as lead counsel to Sika on all legal aspects of the transaction including advising Sika through a series of merger control proceedings with 18 merger control authorities. Competitive concerns identified were resolved by the divestment of the admixtures business of MBCC in the United States, Canada, the European Union, the UK, Australia and New Zealand. Baker McKenzie ensured the successful signing of a divestment transaction with a new buyer, the international private equity investor Cinven and implemented a large scale carve-out with both purchases and the carve-out being completed on the same day.
The deal was led by corporate partners Dr. Florian Kästle (Frankfurt) and Global M&A Chair Jannan Crozier (Lon-don) with support from partners Alan Zoccolillo (New York), James Heller (London) and Christian Atzler (Frankfurt) and associates Kate Bromley (London) and George Ewen (London). Merger control was led by partners Dr. Nicolas Kredel (Düsseldorf), Samantha Mobley (London), Gavin Bushell (Brussels) and Creighton Macy (Washington D.C.) Further assistance was provided by Baker McKenzie teams advising on merger control, carve outs, tax, banking and finance, IP, employment, pensions, foreign investment and our legal project management team in 45 offices across the network.
Jannan Crozier, Global M&A Chair at Baker McKenzie in London said, “We are delighted to have acted for Sika on this market-leading deal, which proves Baker McKenzie to be a global transactional powerhouse. The unique nature of the deal demonstrates our considerable abilities in bringing together two buyers, providing counsel for complex M&A and global carve outs, alongside a tight transactional timeline, and offering unique opportunities for our client’s strategic growth.”
Legal advisor to Sika:
Baker McKenzie
Lead:
Corporate/M&A: Florian Kästle (partner, Frankfurt), Jannan Crozier (partner, London), Alan Zoccolillo (partner, New York)
Merger control: Nicolas Kredel (partner, Düsseldorf – worldwide coordination), Samantha Mobley (partner, London), Gavin Bushell (partner, Brussels), Creighton Macy (partner, Washington D.C.)
Team:
Corporate/M&A: Christian Atzler (partner, Frankfurt), Thorsten Seidel (partner, Berlin), James Heller (partner, London), George Ewen (associate, London), Stephan Gönczöl (associate, Munich), Nikolas Lazaridis, Felix Werner (both associates, Frankfurt), Jieun Tak (associate, New York)
Merger control: Luis Gomez (partner, London), Brian Burke, John Fedele, Teisha Johnson (all partner, Washington), Arlan Gates (partner, Toronto), Georgina Foster (partner, Sydney), Jan Kresken (counsel, Düsseldorf), Florian Kotman, Markus Mossmann, Ricarda Brandhorst (all associates, Düsseldorf), Eva Warden, Floris Dierickx (both associates, London), Justine Johnston (associate, Toronto), Sam Copeland (associate, Sydney)
Carve-out: Matthew Cox, Jack McCaw, Phelim O'Doherty (all partners, London), Kate Bromley, Kiki Tienstra (both senior associates, London), Tiarna Meka, William Costa, Katie Sewell, Emma Smith (all associates, London), Holger Engelkamp (counsel, Berlin), Nadine Uhrner, Till Pflug (both associates, Frankfurt)
Tax: Thomas Gierath (partner, Munich), Viktoria Ritter (Associate, Munich)
IP: Rembert Niebel (partner, Frankfurt), Markus Hecht (counsel, 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, Berlin), Alexander Ehrle (associate, Berlin)
Legal Project Management: Rebecca Browning-Els (Munich), Felix Müller (Frankfurt), Annie Conway (Belfast), Paul Cooper (London)
as well as additional attorneys and legal project managers in more than 45 Baker McKenzie offices globally
Sika Legal Inhouse Team:
Stefan Mösli (General Counsel), Raffaella Marzi, Jürg Suter, Patrick Neill, Barbara Barta, Patrick Bruno.