Clifford Chance advises Mitsui on its US$472.5 million majority acquisition of Celanese’s Food Ingredients Business

Leading international law firm Clifford Chance has advised Mitsui & Co., Ltd. on its agreement to acquire a 70% stake in Nutrinova Netherlands B.V. from the global chemical and specialty materials company Celanese Corporation (NYSE: CE) for US$472.5 million (approximately JPY66 billion). Celanese will hold the remaining 30% stake in the future joint venture. The transaction is expected to close in the second half of 2023, subject to regulatory approvals.

Nutrinova manufactures and sells functional ingredients for the production of low caloric and carbohydrate foods, such as the high-intensity sweetener acesulfame potassium (which is 200 times sweeter than sugar), as well as the food preservatives sorbic acid and potassium sorbate. Nutrinova is a supplier of high-quality products containing the above ingredients to a diverse range of customers, including global major food and beverage manufacturers.

The transaction builds upon the long-term partnership between Mitsui and Celanese and will support Mitsui’s aim of enhancing health and wellbeing through the provision of healthy foods and nutrition.

Lead partner Natsuko Sugihara said, “We are delighted to have advised Mitsui, our long-standing client, on this landmark transaction. Our work on this deal reflects the depth and breadth of the firm, particularly our ability to advise seamlessly and effectively on numerous complex issues spanning M&A, IP, compliance, tax, employment, antitrust and commercial contracts and across multiple jurisdictions. It is a true honour to be able to assist Mitsui on this journey to provide healthier solutions.”

The deal involved a cross-practice and multi-jurisdictional team, which included:

• Advising on the M&A aspects: Tokyo partner Natsuko Sugihara and Düsseldorf counsel Tobias Nogami Kamerling led the team, with support from Tokyo senior associate Yuki Hoshinaga, New York partners Benjamin Sibbett and Matthew Warner, and associate Susan Trepekli, Amsterdam partner Jeroen Thijssen and associate Sebastiaan van Steenbergen ;
• Advising on the IP aspects: Düsseldorf counsel Florian Reiling and associate Judith Dany, and New York counsel Daryl Fairbairn and associate Jennifer Saionz;
• Advising on the tax aspects: Amsterdam partner Michiel Sunderman and associate Alec Sanderson, and New York associate Jason Sacks;
• Advising on regulatory, commercial contracts, compliance and data privacy: Düsseldorf partner Gunnar Sachs, counsel Haruka Okihara, senior associate Yannick Frost, associates Marlene Kießling and Annabel Joschko;
• Advising on employment aspects: Frankfurt partner Ines Keitel, counsel Christopher Fischer and associate Linda Tahiri, New York associate David Walsh, and Amsterdam associate Najib Muslem;
• Advising on the antitrust aspects: Tokyo counsel Masafumi Shikakura and senior associate Yuki Hoshinaga, Düsseldorf partner Dimitri Slobodenjuk, counsel Caroline Scholke and senior associate Julius Schradin;
• Advising on the environmental, real estate and trade regulation aspects: Düsseldorf partner Thomas Voland, senior associate Maximilian Sablotny and associate Brigitta Olk, and London senior associate Kieran John McCarthy;
• Pascal Weber and Esther Giesbrecht in Düsseldorf provided legal project management support and coordination for the entire transaction team.

Clifford Chance recently advised Mitsui on its investment in the European rice producer Euricom, its investment in a Euricom subsidiary Rol-Ryż and its European merger of crop protection distribution affiliates Certis and Belchim.