Freshfields and Skadden shepherd eBay-backed Adevinta’s €14bn take private

Wachtell, Clifford Chance and Cleary also among firms called in for one of Europe’s biggest buyouts this year
Stuttgart, Germany - 02-28-2021: Mobile phone with logo of Norwegian e-commerce company Adevinta ASA on screen in front of web page with portfolio. Focus on center of phone display. Unmodified photo.

T. Schneider; Shutterstock

Freshfields Bruckhaus Deringer and Skadden Arps Slate Meagher & Flom are among the firms shepherding the planned acquisition of eBay-backed online classifieds group Adevinta by a private equity consortium led by Permira and Blackstone, in one of Europe’s biggest buyouts this year. 

Freshfields is acting as lead transaction counsel for Permira and Blackstone on the deal, which values Oslo-listed Adevinta at around €14bn, while Skadden is representing an independent committee Adevinta set up earlier this year to review the acquisition offer.

Meantime eBay is being repped by Wachtell Lipton Rosen & Katz and Clifford Chance is acting for Norwegian media group Schibsted, which along with eBay and Permira is one of Adevinta’s largest shareholders. 

Adevinta said in a statement that it was also being advised by Norwegian firm Advokatfirmaet BAHR AS and Cleary Gottlieb Steen & Hamilton; GLP understands the latter is providing advice on antitrust and FDI matters. 

The consortium also includes funds General Atlantic, which is being advised by Paul Weiss, and TCV. It has offered to pay Adevinta shareholders 115 Norwegian krone per share, which the company said represented a 52.6% premium to the volume weighted average price over the three months to 21 September, the last trading day before the offer became public. 

Adevinta’s board said that “the company over time can generate greater value than what is reflected in the cash consideration”.

Bloomberg reported the deal is conditional on the holders of 90% of Adevinta’s shares accepting. The company said it had been approved by eBay, Schibsted and Permira, which together hold around 72.3% of its share capital. 

As part of the deal, both eBay and Schibsted have agreed to contribute their shares in Adevinta in exchange for cash and shares in the new holding structure, with eBay set to sell its shares for around $2.2bn in cash and 20% equity according to a report in TechCrunch

The Freshfields team acting for Permira and Blackstone is led by Frankfurt-based financial sponsors partners Markus Paul and Olga Stürmer and principal associate Carsten Haak.

The team also includes Amsterdam-based partners Hanneke Rothbarth and Thijs Flokstra, antitrust partners Thomas Wessely and Paul van der Berg, and partners Toby Bingley, Alex Mitchell, Lutz Riede and Frank Schaer.   

Meantime the Skadden team is led in London by Lorenzo Corte, global co-head of the firm’s transactions practice, and corporate partner Denis Klimentchenko. It includes London partners Pete Coulton (banking) and James McDonald (capital markets) alongside Washington DC-based SEC and compliance partner Brian Breheny. 

Corte and Klimentchenko were also part of a Skadden team that advised Adevinta when it bought eBay’s own classified business in 2020, in a deal that handed the e-commerce giant $2.2bn in cash and 540 million Adevinta shares. Wachtell again counselled eBay.  

The latest deal is expected to be completed in the second quarter of 2024, following regulatory approvals.

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