Deal watch - 30 March 2012

Our round-up of the major -- and esoteric -- transactions and other recnet deals from around the globe.
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The big deal
Britain: Pension in the post


London-based magic circle firms Freshfields Bruckhaus Deringer and Slaughter and May have taken key roles in a potential £37.5bn deal that will see the Royal Mail’s legacy pensions liabilities transferring to the British government, including a deficit of around £9.5bn, as well as restructuring the business’s balance sheet with a view to allowing privatisation.
The newspaper Legal Week reports that Freshfields is advising the government, with pensions partner Charles Magoffin and City competition and trade head Rod Carlton leading the team.
Meanwhile, the Slaughters’ team advising the Royal Mail sees corporate partner Jeff Triggs in the lead role, heading a group that includes pensions and employment partner Sandeep Maudgil and competition partner Isabel Taylor.
Restructuring was approved by the European Commission on 21 March, allowing Royal Mail the opportunity to shed excessive pension costs. The deal will also see the transfer of £28bn of assets from Royal Mail’s pension scheme into a new statutory pension providing benefits and an investment fund.
Freshfields’ Mr Carlton said: ‘The European Commission has been very active in regulating the European postal sector, so our pensions and EU state aid teams have worked closely with UK government officials and lawyers over the past year to steer the Royal Mail case through twin-track processes involving Parliament and Brussels. The EC clearance announcement is a great outcome.’

Australia: harvest time

Global law firms Linklaters and Sidley Austin have joined the cast for Swiss commodity trader Glencore’s acquisition of the Australian arm of Canadian agri-business Viterra in a potential £3.9bn deal.
A variety of firms from across the globe have already taken up roles with Glencore for the deal. Canadian firm Bennett Jones is advising on its home turf, Sino-Australian practice King & Wood Mallesons is advising in Australia and Curtis Mallet-Prevost Colt & Mosle is providing New York muscle.
Another Canadian law firm, Torys, is providing corporate advice to Viterra, with Toronto partner Jamie Scott leading a 21-strong team.
Glencore has now confirmed that London-based Linklaters will advise on European issues, while Viterra has taken on Chicagoheadquartered Sidley Austin for a similar role.
Viterra is also taking advice from UK-based Ashurst on a range of Australian matters.

US: tech trio join forces

Connecticut-based software giant SS&C Technologies has rallied a gaggle of top law firms to assist in its acquisition of global hedge fund administrator GlobeOp.
London-based magic circle firm Clifford Chance, with a team led by corporate partner Steven Fox, will advise on UK law, in a deal valued at £572 million that has seen SS&C trump an earlier bid from buyout house TPG Capital, reports the newspaper Legal Week.
Longstanding legal advisor Wilmer Hale will provide US law advice, with a team led by corporate partner John Burgess.
New York-based White & Case will also be involved in the deal, advising SS&C’s financial adviser Deutsche Bank.

Britain: school lessons

Los Angeles-based law firm Gibson Dunn & Crutcher is representing alternative investments specialist Investcorp on its acquisition of GL Education Group from VSS Communications.
The deal – the terms of which were not disclosed – will see Dubaibased Investcorp take on GLE, which is the leading UK provider of non-regulated pupil and school assessment solutions for primary and secondary schools.
London partner James Barabas led Gibson Dunn’s team. Londonbased firm Macfarlanes acted for VSS, while Simmons & Simmons acted for the management.
Based in London and founded in 1981, GLE – formally Granada Learning Group – provides teachers with products and services to assess students’ core abilities.

Spain: ringing the changes

The China Development Bank Corporation has recruited New York firm White & Case, Amsterdam’s De Brauw Blackstone and Barcelona’s Uría Menéndez to advise on its financing of Spanish telecommunications provider Telefónica. The two parties agreed a landmark deal in the first week of this year that will see CDB provide $375 million in financing for Telefónica.
CBD becomes the first Chinese vendor publicly to announce a financing agreement with a Spanish company, as it looks to capitalise on Telefonica’s huge customer base, which includes more than 300 million customers in 25 countries.
The deal is structured as a variable interest rate loan to Telefónica Europe BV – a Dutch incorporated business wholly owned by the borrower’s group – and guaranteed by Telefónica, SA. The financing was disbursed on 15 February 2012 and must be repaid in 2022.

Europe: drug brands dispensed

Leading German independent law firm Hengeler Mueller joined forces with London magic circle practice Slaughter and May and top Italian firm Bonelli Erede Pappalardo to advise London- based multi-national drugs giant GlaxoSmithKline on the divestment of a European portfolio of over-the-counter products to Belgium’s Omega Pharma in deal valued at €470 million.
The divested brands include Solpadeine, Zantac, Nytol, Beconase, Lactacyd and Abteit. It is understood the portfolio generated sales of approximately €223 million last year and the deal – which is still subject to regulatory approval – is expected to complete before the end of June.
The Hengeler team included partners Dirk Uwer, Klaus-Dieter Stephan, Christian Möller and Hans-Joachim Liebers. Slaughter assigned seven partners to the job – Richard Smith, Guy O’Keefe, Jeanette Zaman, Roland Doughty, Bertrand Louveaux, Cathy Connolly and Edward Keeble. While Bonelli handled the matter with a team of three associates.

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