Global law firm Clifford Chance has advised Mitsui & Co., Ltd. (“Mitsui”) and Nutrinova Netherlands B.V. (“Nutrinova”), Mitsui’s equity-method affiliate engaged in the manufacture and sale of functional food ingredients, on the upstream integration of VP4 Frankfurt GmbH (“VP4”), a manufacturer of key intermediate ingredients for the sweeteners and preservatives produced by Nutrinova. In connection therewith, the team has also advised on Mitsui’s acquisition of an additional 19% interest in Nutrinova from its co-shareholder Celanese Corporation (“Celanese”), a leading U.S. chemical company.
Following completion of the transactions, Mitsui’s ownership stake in Nutrinova will increase to 89%, resulting in Nutrinova becoming a consolidated subsidiary of Mitsui, enhancing the agility of decision-making and, together with the benefits of upstream integration, increasing the effectiveness of its business strategy. These two transactions represent growth investments in the Food Science business, which Mitsui positions as a growth area in its Medium-term Management Plan 2029.
Clifford Chance’s involvement also included advising Mitsui and Nutrinova in connection with the insolvency-related developments affecting the former Heubach-owned VP4 facility and the subsequent development and implementation of the long-term ownership, manufacturing and supply framework underpinning the transactions.
Tobias Nogami Kamerling, partner and Co-Head of Japan Group Germany at Clifford Chance, commented: “We are privileged to have supported Mitsui and Nutrinova throughout this strategically important journey, building on our role in Mitsui’s original investment in Nutrinova. By combining upstream integration of a critical manufacturing asset with Mitsui’s increased investment in Nutrinova, the transaction strengthens supply chain resilience, enhances operational integration and supports Mitsui’s long-term growth ambitions in the Food Science sector.”
The Clifford Chance team was led by partners Tobias Nogami Kamerling (Corporate, Düsseldorf) and Stefan Sax (Restructuring, Frankfurt) and included counsel Haruka Okihara and senior associate Kathrin Schroeder-Finckh (both Corporate, Düsseldorf). Further support was provided by partner Matthew Warner, associate Susan Trepekli and associate Wei Bin Tan (all Corporate, New York); partner Caroline Scholke, associate Patricia Trapp (both Antitrust, Düsseldorf) and partner Masafumi Shikakura (Antitrust, Tokyo); partner Gunnar Sachs, senior associate Marlene Kießling and associate Yannik Trauschold (all Corporate, Düsseldorf); senior associate Marie Georgi and associate Benedikt Behlert (both Energy & Infrastructure, Düsseldorf); partner Natsuko Sugihara, senior associates Yuki Hoshinaga and Lewin Lim (all Corporate, Tokyo); partner Olaf Mertgen and counsel Steffen Waadt (both Tax, Frankfurt); partner Andreas Steiger (Restructuring, Munich); partner Jeroen Thijssen and senior associate Sebastiaan van Steenbergen (both Corporate, Amsterdam); partner Paul Seraganian (Tax, New York); as well as numerous other lawyers from across the Clifford Chance network.
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