Mergers & Acquisitions

De Brauw advised Triton Partners on the sale of Unica (alongside three other portfolio companies) to a newly-formed vehicle, Triton IV Continuation Fund, which closed at €1.63 billion following a competitive auction process. Unica is a leading independent provider of technical services in the Netherlands, focused on end-to-end, sustainable solutions for utility buildings and industry. Unica is set to continue its growth journey through operational excellence and new add-on acquisitions via its proven M&A playbook. The business is further supported by market tailwinds in smart building and energy efficiency. De Brauw worked alongside Kirkland & Ellis, Thomessen and Linklaters to advise Triton on this complex multi asset fund to fund transaction, which provided Triton IV investors with a return of 3.7x on the combined invested capital, or the option to roll into the new vehicle to participate in the Portfolio Companies’ future growth.

Together with White & Case LLP and Elvinger Hoss Prussen SA, De Brauw Blackstone Westbroek is advising Teleperformance SE ("Teleperformance") on its EUR 3bn takeover offer on Majorel, announced on 26 April 2023. Teleperformance, a global digital business services company listed on Euronext Paris, announced its mixed cash / share offer on Majorel. Majorel is a global customer experience leader and listed on Euronext Amsterdam. The intended offer consists of a cash payment of EUR 30 per share (ex dividend for 2022 of EUR 0.68) and the possibility for Majorel shareholders to elect to receive Teleperformance shares instead of cash (based on an exchange ratio of 30/217 up to a maximum of 4.6M Teleperformance shares). Teleperformance has obtained irrevocable commitments from two majority shareholders electing the share consideration option, thereby securing support of 78.98% of the Majorel shareholders for its intended public offer. More information can be found in Teleperformance's press release: TP (teleperformance.com).

Alimentation Couche-Tard Inc. (“Couche-Tard”) has committed to purchase the entirety of TotalEnergies' Dutch and German petrol stations. In addition, Couche-Tard and TotalEnergies intend to cooperate in the exploitation of TotalEnergies' Belgian and Luxembourg petrol stations. The transaction value is EUR 3.1 billion.Couche-Tard is a leader in the Canadian convenience store industry and is one of the largest independent convenience store operators in the United States. In Europe, Couche-Tard is a leader in convenience store and road transportation fuel retail in Scandinavia and the Baltic. TotalEnergies is a multi-energy company that produces and markets energies on a global scale.De Brauw has been engaged as Dutch counsel to Couche-Tard, acting alongside Cleary Gottlieb. The De Brauw team comprises Reinier Kleipool, Yi Duan, Rick van 't Wout, Eveline de Waard, Patrick van Rutten and Nick van Dongen.

On 20 December 2022, the Monitoring Committee presented an update of the Dutch Corporate Governance Code. The 2022 Code:

The government's new bill implements the Mobility Directive in the Netherlands. This directive harmonises the legal framework for cross-border conversions, mergers and demergers (cross-border operations) of EU companies and aims to promote freedom of establishment within the EU while also strengthening the position of shareholders, creditors and employees.

The European Parliament and Council of the EU have agreed on a draft text for the upcoming Foreign Subsidies Regulation (FSR). The FSR is intended to fix a regulatory asymmetry: state aid granted by EU member states is subject to strict checks, but there is no equivalent scrutiny of financial contributions by third countries to companies active in the EU. The FSR will make M&A deals or public procurement bids fuelled by foreign financial contributions notifiable to the European Commission if they meet certain thresholds. Notified M&A deals will remain suspended, and procurement contracts cannot be awarded, until there is a clearance decision from the Commission. Even when the notification thresholds are not met, the Commission might "call in" M&A deals before their implementation or bids before the award of the public contract. Under a general market investigation power, the Commission may also review implemented concentrations or awarded public contracts. In practice, this means dealmakers will have to navigate a variety of regimes and jurisdictions as an M&A deal could be subject to national or EU merger control, national security/foreign direct investment (FDI) control, and now also, EU foreign subsidy control.