Allen & Overy (A&O), Ashurst and Dickson Minto have won key roles on the off-market acquisition of Environmental Resources Management (ERM) by Canadian pension funds OMERS Private Equity and co-investor Alberta Investment Management Corporation (AIMCo).
A&O advised OMERS and AIMCo on all aspects of the deal that values ERM at $1.7bn, including due diligence, financing, regulatory, anti-trust and equity arrangements with management. The Magic Circle firm’s team was led by private equity specialist Gordon Milne, with support from corporate partner Stephen Lloyd. Ashurst’s team, which acted for co-investor AIMCo on the consortium agreement with OMERS, was led by corporate partners Karen Davies; energy, transport and infrastructure partner Jan Sanders; tax partner Richard Palmer and competition partner Ross Mackenzie.
Alastair Dickson from Dickson Minto advised longstanding client Charterhouse Capital Partners on the sale of its stake in the business which generated $940m in revenue in 2014. The deal will also see around 600 partners in the risk consultancy, including senior management, reinvest in the business. Proskauer Rose advised ERM on the sale with a team led by King & Wood Mallesons’ former corporate chief, Steven Davis, who joined the firm in December 2014.
Speaking to Legal Business, Gordon Milne said the off-market nature of the deal was preferable for all parties: ‘If you can sell the business outside an auction to a credible buyer and someone that the management team are willing to work with as well then it is quite attractive for everyone. Essentially OMERS and AIMCo have a track record of being able to do this confidentially and working within a very tight timetable. All the Canadian pension funds are looking for high quality assets and are very much in buying mode at the moment.’
Milne also acted for OMERS and AIMCo on their £935m acquisition of Vue Entertainment International from Doughty Hanson in 2013 – which was also off market and saw Ashurst advising AIMCo. In that deal Debevoise & Plimpton and Skadden, Arps, Slate, Meagher & Flom also picked up roles advising management and Doughty Hanson respectively.