ExpertisePrivate and Public M&A
In terms of private M&A, we assist companies and entrepreneurs with their investments in new businesses, their divestments of existing businesses as well as with their corporate projects and joint ventures. Our clients are both private and institutional investors acting in their capacity as buyers, sellers or targets.
Our services may include legal review, drafting and negotiation of transaction documents, but also structuring of the transaction. We also offer transaction management services, by managing and coordinating the business process with other advisers or selected third parties. We perform vendor or buy-side legal due diligence, set up data rooms and offer management services for sellers or targets preparing for or conducting a sales process.
In addition, we have significant expertise in public M&A, where we assist bidders, bid consortia, selling target companies’ reference shareholders, boards of directors or senior management in the highly specific regulatory context of public takeover law. We have experience with both voluntary takeover structures and mandatory bids, whether initiated by friendly or unsolicited investors or incumbent reference shareholders (the so-called consolidation offerings).
We offer legal advice in the structuring of public takeovers, and play an important role in the preparatory stages of a takeover bid. We further assist our clients in preliminary discussions, negotiations and in the drafting of preliminary documentation (offer letters, term sheets, exclusivity and standstill agreements, board support letters). We also provide our services in due diligence surveys (buy-side or sell-side) in public context, which are typically conducted under greater time pressure than in a private M&A context. We assist with the final takeover agreements, “irrevocables” from selling reference shareholders, bid consortium agreements and ancillary contracts.
We coordinate all the regulatory aspects in the execution stages of a takeover bid, including the drafting of the bidder’s takeover prospectus or the target’s memorandum in reply. We can manage relations with the Belgian regulator (FSMA) for the bidder or the target, as well as, in case of delisting, with the relevant stock exchange authorities.