International law firm Clifford Chance advised international private equity firm Cinven on an agreement with Germany-listed Life Sciences giant Bayer AG to acquire its Environmental Science Professional (BESP) business for a total enterprise value of USD 2.6 billion (approx. EUR 2.4 billion).
Cinven is one of the leading investors in carve-outs from industrial companies in Europe and also one of the most active and successful investors in Germany and the wider DACH region. The complexity and geographical reach of this transaction and related carve out required the support of an integrated legal team cutting across borders and disciplines, incorporating private equity M&A, antitrust, equity and debt capital markets teams in Germany, the USA, UK and France.
BESP is a leading global provider of products and services to create healthier environments in a sustainable and responsible manner across a range of end-markets. BESP markets products to manage pests and to protect against vector-borne diseases such as malaria, and to promote public health objectives in the developing world. Headquartered in Cary, North Carolina, USA, BESP has global operations with c. 800 employees and c. 2,000 product registrations, sold in more than 100 countries. BESP also has market-leading R&D capabilities, with four international R&D centres and more than 200 employees working in product innovation.
As a responsible, ESG-focused investor, Cinven is committed to maintaining the environmental, regulatory and employee stakeholder responsibilities of BESP. Under Cinven’s ownership, BESP will remain an important partner of Bayer AG and will collaborate closely with Bayer going forward in several areas.
Jörg Rhiel, private equity partner at Clifford Chance, comments: “This exciting transaction among global leaders of their respective businesses comprised a complex carve-out across several jurisdictions. The deal required a mix of transactional, regulatory and commercial legal expertise, which we were happy to effectively provide to our client Cinven.”
The Clifford Chance team advising Cinven on this complex transaction was led by a Corporate/Private Equity team drawn from the firm’s Frankfurt, London and New York offices around partners Jörg Rhiel, Anselm Raddatz, Jonny Myers and Kevin Lehpamer; also including partners Gunnar Sachs (Düsseldorf) and Mark Aschenbrenner (Munich), counsels Susanne Werry and Daryl Fairbairn as well as Christopher Fischer; senior associates Gerd Hegele and Daniel Gutmann; associates Friedrich von Bülow, Stephanie Kilmer and Rachel Park, as well as Transactional Support Jack Weymer.
Pascal Weber and Esther Giesbrecht from Clifford Chance Düsseldorf provided support and coordination for the whole of the transaction team as legal project professionals.
A team drawn from London and New York Finance and Capital Markets groups, led by partners Michael Dakin, Taner Hassan and Daniel Winick as well as senior associate Richard Day, advised in respect of underwritten debt financing for the acquisition comprising senior secured loans to be syndicated, a bridge to senior notes to be issued and a revolving credit facility to be made available to BESP under Cinven’s ownership. Partner Anne Drakeford (Structured Finance, London) advised Cinven with respect to hedging arrangement connected with the transaction.
Expert input was further provided by international teams comprising partner Stefan Simon (Frankfurt) with counsel Cécile Zoro as well as associates Wassilla Kameche and Marcel Lucas (Paris) advising on employment aspects; partners Dimitri Slobodenjuk (Düsseldorf) and Timothy Cornell with associates Eva Kurban (Washington/DC) and Arne Gayk (Düsseldorf) advising on antitrust matters; partner Thomas Voland and associate Laura-Isabell Dietz (Düsseldorf) on ESG-related aspects; partner Claudia Milbradt with counsel Ronny Amirsehhi (Düsseldorf) and senior associate Nicolas Hohn-Hein (Düsseldorf), all covering intellectual property aspects; partners Paul Seraganian (New York) and Dominik Engl (Frankfurt) with associate Tali Lee (New York) on tax aspects as well as partner Howard Adler with associate David Walsh (New York) on Tax ERISA matters; as well as partner Anthony Candido and counsel Jacqueline Landells (Washington/DC) on dispute resolution aspects.
