Corporate and Commercial
Our Corporate and Commercial practice has a strong presence in Africa and has continued to excel in a number of merger and acquisition rankings and awards. We have the capacity to advise and take the lead on the largest and most complex of mergers and acquisitions as well as other corporate and commercial law related areas.
We advise on a wide variety of corporate issues including:
- Mergers and acquisitions
- Joint ventures and partnerships
- Private equity
- Security issues
- Corporate governance
- Black economic empowerment
- Due diligence investigations
- Foreign direct investment
- Corporate structuring and restructuring
- Listings on the Johannesburg Stock Exchange and international bourses
- Commercial contracts and
- Stock exchange and public documents.
- Cliffe Dekker Hofmeyr advised the Protea Hospitality Group, the largest hotel group in Africa, in its R2.3 billion acquisition by Nasdaq-listed, Marriott International, Inc.
This deal made Marriott the largest hotel company in Africa and nearly doubled its presence in the Middle East and Africa region to more than 160 hotels and 23,000 rooms. Our longstanding experience as advisers to African entities in similar transactions undertaken by global investors was of substantial commercial benefit to the client on this deal. The transaction was complex and involved the use of novel legal and tax structuring mechanisms to achieve the end result. The deal included a number of different, but interrelated transactions making up the bigger transaction.
At the time that the transaction was concluded, it was believed to be one of the first statutory mergers in terms of the new Companies Act that was completed in South Africa. It comprised the use of the statutory merger mechanism on a large scale (12 separate mergers), given the size of the group that was being merged.
Due to the multi-jurisdictional nature of both the group (with operations in South Africa, Malawi, Namibia, Nigeria, Tanzania, Zambia, Uganda, Mauritius and the UK) and the purchaser, the transaction involved complex cross-border tax structuring, exchange control, competition law and other regulatory issues.
Cliffe Dekker Hofmeyr acted as South African legal counsel to Old Mutual Life Assurance Company (South Africa) Limited and Old Mutual Holdings Limited (Kenya). Old Mutual is a global investment, savings, insurance and banking group based in South Africa with circa £300 billion under management.
We advised our clients in the latter's acquisition of a controlling interest (60.66 per cent) in UAP Holdings Limited (Kenya), for a total consideration of circa US$255 (circa R3 billion).
The acquisition comprised two separate transactions. The first entailed the circa US$97.6 million acquisition by OM of a circa 23 per cent stake in UAP from Centum and Dr Kirubi. The second entailed the circa US$157.4 million acquisition by OM of a circa 37 per cent stake in UAP from Swedfund and others.This is a high profile mandate for firm anchor client, Old Mutual and a very clear demonstration of the high level of trust the work of our team commands in the South African corporate/M&A market.
- Cliffe Dekker Hofmeyr advised JSE-listed, Mediclinic Group, the sixth largest private hospital group globally. The client owns Hirslanden, the largest private healthcare group in Switzerland. We acted for Mediclinic in respect of a private placement implemented by way of an accelerated bookbuild. Under the terms of the deal shares were placed with local and overseas institutional investors for the purposes of funding acquisitions and investment opportunities in Switzerland, the UAE and selected African countries.
This is a strong example of our team’s ability to bring global standard corporate/M&A advice to high end cross-border deals with a significant South African component.
Cliffe Dekker Hofmeyr acted for JSE-listed, Pioneer Foods, South Africa's second largest food group. We advised Pioneer in respect of the unbundling and separate listing of its poultry division through Quantum Foods (Pty) Ltd.Quantum Foods is still a fledging in terms of its market capitalisation (market value) of R769 million, but the separate listing on the JSE is expected to see the agricultural business expand to more African countries. The transaction was heavily complicated by the existing black economic empowerment shareholding structure which had in place a preference share funding structure.
Our work on this matter demonstrates the high level of sophistication our team is able to offer leading businesses in South Africa on their core corporate/M&A transactions.
- Cliffe Dekker Hofmeyr acted for Litha Healthcare Group Limited, a pharmaceutical company listed on the main board of the JSE, in respect of the takeover offer by Endo International plc (an Irish company listed on the NASDAQ Stock Exchange and the Toronto Stock Exchange) and the subsequent delisting of Litha.
Our work on this mandate demonstrates our strengths in all of the key corporate, mergers & acquisitions and securities law issues both at home and cross-border.
- Cliffe Dekker Hofmeyr advised Cola-Cola in a lead role capacity in the formation of Coca-Cola Beverages Africa through the merger of the Coca-Cola Company and SABMiller. Following our work on this cornerstone transaction for South Africa, we were also called to advise Coca-Cola in the US$260 million acquisition of various soft drinks brands and branding licences from SABMiller.
This merger will result in the creation of the third largest soft drinks bottler in Africa and the tenth largest worldwide. This transaction was nominated for Deal of the Year by DealMakers, South Africa's most respected M&A and corporate finance magazine and rankings authority. Our work on this mandate demonstrates very clearly how ours is the go-to corporate/M&A capability for the world’s largest brands on their headline transactions in South Africa.
Cliffe Dekker Hofmeyr acted for EVRAZ plc, an LSE-listed multinational, one of the world's biggest vertically-integrated steel and mining businesses and Russia's largest steel producer. We advised EVRAZ in the R289 million disposal of a portion of its shareholdings in EVRAZ Highveld Steel and Vanadium Limited (listed on the JSE). Separately, we acted for EVRAZ plc in the disposal of a portion of its US subsidiary's shareholdings and a black economic transaction in respect of EVRAZ Vametco Holdings (Pty) Ltd.Our work on these two mandates demonstrates how we are the trusted advise to leading global investors in South Africa. The wide geographic footprint of the work of our corporate/M&A and its client base as well as the extent of our cross-border experience is a stand-out feature for our firm.
Cliffe Dekker Hofmeyr is an on-going adviser to Steinhoff International Holdings Limited, a multinational company which is Africa's largest furniture producer and one of the largest in Europe. Our team advised the client in its R62.8 billion acquisition of Africa's largest retailer, Pepkor Holdings. In a separate transaction for the same client, we advised in the R3.6 billion acquisition of minority shareholdings in JD Group Limited.This was the third largest M&A transaction in the history of South Africa, the biggest M&A transaction in Africa and the Middle East in 2014 according to MergerMarket and nominated for Deal of the Year by DealMakers (see above). Our corporate/M&A team played the lead role for the largest furniture producer in the African continent. This deal is further proof of our Band One status (in the eyes of the country’s leading corporations) in the corporate/M&A market in South Africa.
Cliffe Dekker Hofmeyr advised One Capital Advisory, as corporate advisor and bookrunner, and a consortium of black investors, in the R6.5 billion landmark black economic empowerment transaction. We also advised in the capital markets leg of the transaction involving a capital raising for Northam Platinum Limited, the third largest Platinum producer in South Africa by market capitalization and world's fourth largest platinum producers.
In a separate transaction, we advised Northam Platinum Limited, listed on the JSE and the third largest Platinum producer in South Africa by market capitalization and one of the world's largest platinum producers. We advised Northam in its R450 million acquisition of the Everest Platinum Mine from Aquarius Platinum (South Africa) (Pty) Ltd.
The first transaction was nominated for Deal of the Year by DealMakers for the innovative and never before seen way in which the funding of the transaction was structured. The deal involved a secondary public offering of preference shares in a newly-listed SPV to existing Northam shareholders through a rights offer process.
The transaction locks in higher black ownership than legally required and thereby safeguards the company from non-compliance in the event of a dilution of black shareholders through future acquisitions and equity capital raisings for at least a decade. The deal also provides Northam with a net cash injection of R4 billion to fund its growth plans.The second transaction provides an excellent platform for Northam to develop its existing ore body on a neighbouring property thereby adding significant shareholder value by unlocking a resource of circa 60-million PGM ounces in a capital-efficient manner. This transaction was particularly well received by the market and resulted in significant shareholder value and an uplift in the share price.
Cliffe Dekker Hofmeyr acted for JSE-listed, Sun International, Africa's largest tourism, leisure and gaming group. Our team advised the client in respect of the R1.6 billion acquisition of a stake by Tsogo Sun in two casinos from Grand Parade Investments. This transaction was particularly well received by the market and resulted in significant shareholder value and an uplift in the share price.
Our work on this mandate is a demonstration of our position as lead role advisers to some of Africa’s largest and most widely respected corporate entities, in addition to our work global leaders with significant operations in South Africa.We also advised the same client in a separate matter which related to its R663 million disposal of controlling interests in its Botswana, Lesotho, Namibia, Swaziland and Zambia hotel businesses to Minor International Public Company Limited, an entity which is listed on the Stock Exchange of Thailand.
Cliffe Dekker Hofmeyr is advising Redefine International plc which owns the largest independent hotel management company in the UK. We advised our client in respect of a capital raising by way of a specific issue for cash with a value of R1 billion.
In a separate mandate, we advised JSE-listed, Redefine Properties Limited, the second largest real estate company in South Africa and owner of a 30 per cent stake in Redefine International plc (above) in respect of a new joint venture.The R2.2 billion transaction was complex due to the fact that two related parties were entering into the joint venture arrangement. This meant careful structuring so as to comply with LSE rules.
Our work for various Redefine entities is a good example of the wide geographic footprint of the caseload of our corporate/M&A team. The second mandate alone includes two acquirers which were respectively based in Jersey and in South African; a Luxembourg-based joint venture and German target companies and underlying portfolio. The transaction was further complicated by German refinancing arrangements. This is exactly the kind of complex, multi-jurisdictional deal for which our South Africa-based team has earned its strength of reputation.
Cliffe Dekker Hofmeyr advised LSE-listed, Lonmin plc in a R664 million secondary inward listing on the JSE. Lonmin is the third-largest platinum producer in the world. Our team advised this client in its black economic empowerment transaction.The transaction involved the conversion of historical mining royalties payable to the Bapo traditional community which own the land on which Lonmin mining operations are situated. This is in exchange for a shareholding in both Lonmin Plc and Lonmin plc subsidiaries in South Africa
This transaction was unusually complex owing to its cross-border nature and the fact that there were many counter parties with diverging interests. The fact we are able to offer a highly experienced team here on the ground in South Africa with outstanding cross-border experience as well as deep local market knowledge was a key asset for the client on this mandate.
- Dealmakers 2015 – Cliffe Dekker Hofmeyr is ranked first by Dealmakers for deal flow 7 years in a row and first in General Corporate Finance Deal Flow.
- Dealmakers 2014 – Cliffe Dekker Hofmeyr is ranked first by Dealmakers for deal flow 6 years in a row, first in M&A Deal Flow, first in M&A Deal Value, and first in General Corporate Finance Deal Flow.
- Dealmakers 2013 – Cliffe Dekker Hofmeyr is ranked first in M&A Deal Flow, first in M&A Deal Value and first in Unlisted Deals - Deal Flow.
- Dealmakers 2012– Cliffe Dekker Hofmeyr is ranked first in M&A Deal Flow, first in General Corporate, Finance Deal Flow, first in General Corporate Finance, Deal Value and first in Unlisted Deals - Deal Flow.
- Dealmakers 2011 – Cliffe Dekker Hofmeyr is ranked first in M&A Deal Flow, first in M&A Deal Value and first in General Corporate Finance Deal Flow, Legal Advisor - Deal of the Year.
- Listed as first law firm by M&A count in Africa and the Middle East in MergerMarket.
- Listed as first african law firm by M&A Deal Value with 9.2 Billion USD worth of Deals in MergerMarket.
- Cliffe Dekker Hofmeyr directors were named in the 2013, 2014 and 2015 Client Choice International Awards.
- IFLR1000 2016 ranks the firm in M&A - Tier 2.
- Chambers Global 2016 ranks our Corporate/M&A practice in Band 1.
- The Legal 500 EMEA 2011–2016 recognises us as Tier 1 in Corporate/M&A.