10 Mar 2022

Clifford Chance and Hengeler Mueller advise on Bayer's sale of pesticide unit to Cinven for $2.6bn

Transatlantic carve out deal sees CC field teams in Germany, the US, UK and France

Tractor spraying pesticides over a field of crops

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Clifford Chance (CC) and Hengeler Mueller are advising on the $2.6bn sale of Bayer’s pesticide unit Bayer Environmental Science Professional (BESP) to UK private equity firm Cinven. 

CC is acting for key client Cinven while a team of lawyers from Hengeler Mueller is advising the German pharma giant on the deal, which is expected to close in the second half of this year. 

The carve out nature of the deal combined with its geographical reach required a multi-jurisdictional and disciplinary team incorporating private equity, M&A, antitrust, equity and debt capital markets teams in Germany, the US, UK and France, CC said. 

Hengeler Mueller’s team is led by Düsseldorf-based corporate partner duo Matthias Hentzen and Martin Ulbrich. The pair are working alongside eight partners, including corporate lawyer Christian Wentrup, tax experts Matthias Scheifele and Gunther Wagner, employment specialist Christian Hoefs, antitrust lawyer Thorsten Mäger, financing expert Henning Hilke and regulatory lawyer Dirk Uwer. 

Clifford Chance’s team, meanwhile, is led by a team of corporate and private equity partners drawn from the Magic Circle firm’s offices in Frankfurt, London and New York. It includes partners Jörg Rhiel, Anselm Raddatz, Jonny Myers, Kevin Lehpamer, Gunnar Sachs and Mark Aschenbrenner. 

“This exciting transaction among global leaders of their respective businesses comprised a complex carve-out across several jurisdictions,” Rhiel said. “The deal required a mix of transactional, regulatory and commercial legal expertise, which we were happy to provide to our client Cinven.”

Both firms have also called on a large supporting cast of counsel and associates to work on the transaction. 

Upon closing, the terms of the deal will see BESP keep a collaborative relationship with Bayer in the spirit of maintaining the environmental, regulatory and employee stakeholder responsibilities of the company, according to Cinven. 

The deal is one of Cinven’s largest agriculture-focused acquisitions since it bought Spanish horticultural business Planasa for €450m in 2017. 

Pontus Petterson, partner and head of industrial at Cinven, said: “As a long-established global investment firm, Cinven is well positioned to continue to drive innovation and accelerate growth at Environmental Science Professional, including the delivery of digital and data-enabled solutions, as well as make the business more agile in responding to the unique needs of its markets and customers.”

BESP, which moved its US headquarters to North Carolina in 2019, boasts more than 800 employees across its offices in France, Germany, Brazil, Japan, Australia, Canada and the UK. The company’s product range of environmental solutions covers pest control, vector control, vegetation management, forestry and ornamentals. 

 

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