Clifford Chance has advised WEX, a leading financial technology service provider, on the acquisition of eNett, a leading provider of B2B payment solutions to the travel industry, and Optal, a company specialising in optimising B2B transactions.
The acquisition was agreed on 24 January 2020 at a price of $1.7bn, but in May WEX advised the sellers that it considered it was not required to close the transaction as a result of a Material Adverse Effect caused by the Covid-19 pandemic. The shareholders of eNett and Optal each initiated separate legal proceedings against WEX by filing claims in the High Court of Justice of England and Wales, seeking a declaration that no Material Adverse Effect had occurred and orders for specific performance of WEX’s obligations under the original Share Purchase Agreement. At the end of September a London court held a trial of certain preliminary issues and handed down its judgment in October, largely in WEX’s favour. On 15 December 2020 the parties settled the litigation and agreed to close the acquisition at a revised price of $577.5m.
The Clifford Chance team advising WEX has been led by Corporate Partner Mark Poulton with Sarah Jones and Senior Associates Neil Barlow and Erik O’Connor supported by Associates Carla Ruggero, Dana Usher and Jodie Chan. The team included lawyers from across the New York and London offices, including Sonia Gilbert and Becky Moore on incentives, Chinwe Odimba-Chapman and Florence Wong on employment, Andre Duminy and Mark Comber on transitional and co-location service arrangements and Nick Mace and Edward Page on tax.
The transaction underlines the Firm’s market leading expertise in advising on global M&A, and in particular its ability to lead these mandates on both sides of the Atlantic.
