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Dealwatch: Simpson Thacher and Kirkland lead on EQT’s €6.8bn BPEA deal as Freshfields and HSF jump aboard Stagecoach offer

EQT’s €6.8bn acquisition of Baring Private Equity Asia (BPEA), Cinven’s $2.6bn buyout of BESP and Pan-European Infrastructure III’s (PEIF III) £595m cash offer for Stagecoach Group Plc have kept advisers busy in recent days, as private equity deals continue to drive the M&A market.

Stockholm-headquartered EQT reached an agreement to buy Baring Private Equity Asia (BPEA) for €6.8bn. The consideration includes 191.2 million new ordinary EQT shares, valued at €5.3bn, and €1.5bn in cash.

BPEA is a private market investment company operating across Asia, with over €17bn of assets under management. The transaction signifies a major advance for EQT’s strategy in the region, providing the business with the opportunity to target the Asian private markets.

Simpson Thacher represented BPEA, with partners Ben Spiers and Elizabeth Cooper leading the cross-practice group from London and New York respectively. Paul Weiss also advised the target company: partners Ariel Deckelbaum, Adam Wollstein and Marco Masotti were the corporate leads; partner David Mayo advised on tax matters, and partner Andrew Gaines acted on executive compensation issues.

EQT was represented by Kirkland & Ellis. The deal team was led from London by corporate partners Roger Johnson, Greg Scott and Adrian Duncan. Investment funds advice was provided by partners Erica Berthou, Richard Robinson and Amy Fox; partners Sally Evans and Philipp Gnatzy handled antitrust; and partners Alpa Patel, Mark Staley and Prem Mohan advised on financial regulatory issues.

Elsewhere, London private equity house Cinven has announced its agreement with pharmaceutical juggernaut Bayer AG to acquire its Environmental Science Professional (BESP) Business for a total enterprise value of $2.6bn.

The takeover of the US business is a geographical expansion on Cinven’s recent form for investing in carve-outs from continental companies, particularly in the DACH region, comprising Germany, Austria and Switzerland.

Headquartered in North Carolina, BESP is a global player in pest control, with around 800 employees and sales in over 100 countries. The company also has a strong ESG focus, given its strategy of providing products that manage pests in a sustainable and responsible way.

A cross-office team at Clifford Chance represented Cinven. Corporate and private equity advice was provided by partners Jörg Rhiel (Frankfurt), Anselm Raddatz (Düsseldorf), Jonny Myers (London) and Kevin Lehpamer (New York). London partners Michael Dakin and Taner Hassan provided capital markets and finance advice alongside partner Daniel Winick in New York.

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

German firm Hengeler Mueller acted for Bayer in the transaction, with Düsseldorf partners Mattias Hentzen and Martin Ulbrich leading the team that provided corporate, employment, IP antitrust, tax and regulatory advice.

Finally, Freshfields Bruckhaus Deringer and Herbert Smith Freehills (HSF) advised on Pan-European Infrastructure III’s (PEIF III) £595m cash offer for Stagecoach Group Plc, anticipated to close in the next couple of months.

Following the offer, Stagecoach directors have withdrawn their support for the merger with National Express announced late last year.

PEIF III, a fund manged by The DWS Group, was advised by Freshfields. Partners Piers Prichard Jones and Kate Cooper led the corporate work, while partner Dawn Heath provided pensions expertise.

HSF represented Stagecoach, having worked with the company for over 25 years. London corporate partners Ben Ward and Robert Moore spearheaded the deal team, which also provided competition, regulatory, trade, pensions incentives and employment advice.

Speaking to Legal Business, Ward said: ‘The initial business combination transaction with National Express, which was announced back in December, was an industry consolidation that the company’s board was able to recommend to its shareholders. The announcement triggered interest from other parties, and ultimately the board considered the all-cash offer from DWS to be a better proposition for shareholders than the share for share combination with National Express.

‘The UK bus sector may not always be considered the most exciting of industries, but this deal for Stagecoach could ignite further interest in the sector. The UK government is very committed to bus transport infrastructure, as it is a tried and tested system that is also cost effective. There is still the issue of the transition to cleaner energy to consider, but the return on investment should be there for investors with a medium or long-term outlook.’