Our Corporate & Commercial practice

offers expert strategic legal services for all transactional work.

Groundbreaking Matters

"The quality of the lawyers and the legal work is superb. They are also very responsive and I believe provide excellent value."

Chambers Global 2018

Our lawyers coordinate complex transactions, deal with regulatory requirements, advise on tax matters, manage due diligence investigations and prepare all required documentation. Our key focus areas are:

We have years of experience acting for clients across multiple sectors including Agriculture, Telecommunications, Energy, Mining, Healthcare, Hospitality, Tourism, Information Technology, Oil and Gas, Pharmaceuticals, Real Estate, Manufacturing and many more.

 

 

  • 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.
  • Cliffe Dekker Hofmeyr represents Soihl Hong Kong Holdings Limited subsidiary of China Petroleum & Chemical Corporation (Sinopec), the global oil giant. Our team is advising this client in its acquisition of 75 per cent of Chevron's downstream oil assets in South Africa and Botswana. We also advised on the establishment of a head office presence in South Africa for Sinopec, to serve as a base for its African business. Our work on this complex mandate required extensive engagement with the South African Minister of Economic Development and other regulatory authorities. The transaction followed a competitive public bidding process and was complicated by competing bidders; pre-emptive rights; and specific distribution arrangements.

  • Cliffe Dekker Hofmeyr is advising Twisp Proprietary Limited (Twisp), the leading South African electronic cigarette retailer. This transaction envisages the acquisition of 100 per cent of the issued share capital of Twisp by British American Tobacco South Africa (BATSA). BATSA is the leading tobacco manufacturer in South Africa and the second-largest company listed on the JSE by market capitalisation.

  • Cliffe Dekker Hofmeyr acted for Sovereign Food Investments Limited (Sovereign Foods), one of the largest poultry producers in South Africa. Following the successful defence of an attempted hostile take-over of Sovereign Foods by Country Bird Holdings (CBH), our corporate/M&A team advised this client in respect of Capitalworks' friendly offer to acquire all (or a portion) of the shares in Sovereign Foods. This took the form of two separate, but concurrent offers, by way of a scheme of arrangement and, in the event that the scheme of arrangement failed, a general offer coupled with a delisting. The offer was a cash offer together with a limited re-investment option, capped at 15 per cent, thereby providing shareholders with optionality to continue holding an indirect investment in Sovereign Foods.

  • Cliffe Dekker Hofmeyr represented Distell Group Limited (Distell), a global leader in the alcoholic beverage industry. Our corporate/M&A and competition teams advised Distell on a two-stage acquisition of Best Global Brands (BGB) from Hawksford Trustees (Jersey). Hawksford was acting in its capacity as trustees of the Furlong and Octane Trusts, of which the respective beneficiaries are the Kieswetter and Bell families. In phase one of this transaction, Distell acquired 26 per cent of BGB, which owns, manufactures and distributes the fast-growing, mainstream Best spirit brand in countries throughout Africa. In phase two of the deal, Distell will acquire the remaining 74 per cent of BGB, by no earlier than the end of 2019, once certain operating hurdles are achieved and conditions precedent to closing are fulfilled or waived.

  • Cliffe Dekker Hofmeyr is representing Abraaj, a global investor focused on emerging markets with circa US$13.6 billion in assets under management. Our corporate/M&A team is advising this client in respect of its acquisition of Waco International, an equipment rental and industrial services business with operations in Africa, including South Africa, Tanzania, Democratic Republic of Congo, Lesotho, Kenya, Ghana, Namibia, Botswana, Mozambique, Zambia and Swaziland; Australasia, including Australia and New Zealand; and the UK. The sellers were Ethos Private Equity, Investec Asset Management, Liberty Group, Mezzanine Partners, RMB Ventures, Standard Bank and Management.

  • Cliffe Dekker Hofmeyr represented New Europe Property Investments plc and Newco (NEPI), the largest listed real estate fund focused on Eastern Europe; and Newco. Our corporate/M&A team advised these clients in the effective merger of NEPI, and Rockcastle Global Real Estate Limited, a real estate fund that owns, develops and manages retail assets in Eastern Europe and invests in global real estate listed securities. The entities will merge into a new entity (Newco) and our team is also leading work on the listing of Newco on the JSE.

  • Cliffe Dekker Hofmeyr is representing Remgro Limited (Remgro), a top 40 leading investment holding company listed on the JSE. Our corporate/M&A team is advising Remgro in the exchange of Remgro's 25.75 per cent shareholding in Unilever South Africa for full ownership of the Unilever spreads business in Southern Africa (valued at ZAR 7 billion) plus ZAR 4.9 billion in cash.

  • Cliffe Dekker Hofmeyr represented Distell Group Limited (Distell), the South Africa-based leading global brewing and beverage company and Capevin Holdings Limited (Capevin), the investment holding company that holds as its sole asset an indirect investment in Distell. Our corporate/M&A team advised these clients in the restructuring of Distell's multi-tiered, pyramid-type ownership structure. The restructuring involved a complex set of inter-conditional transaction steps. These included the listing of a new company (New Distell) on the JSE; a scheme of arrangement between Distell and its shareholders, under the terms of which New Distell acquires 47.2 per cent of Distell shares in issue that are held by minority shareholders; a scheme of arrangement between Capevin and its shareholders, under the terms of which New Distell acquires all the shares in Capevin (and indirectly, all the shares in Distell); an asset-for-share transaction under the terms of which Remgro Limited (Remgro) exchanges its 50 per cent shareholding in RCI for additional shares in Capevin, with the result that Capevin holds 100 per cent of RCI and, indirectly, 52.8 per cent in Distell; the delisting of Capevin shares and Distell shares on JSE; and the creation and issue by New Distell of unlisted voting shares to Remgro. Following the transaction, Distell will become a wholly-owned subsidiary of New Distell. The issue of New Distell shares to Distell minorities and Capevin shareholders will ensure shareholders retain their effective economic interest in Distell following the transaction.

  • Cliffe Dekker Hofmeyr is acting for Tiso Blackstar Group SE (Tiso Blackstar), a media, broadcast and retail marketing group. Our corporate/M&A team is advising this client in respect of the disposal of its 22.9 per cent shareholding in Kagiso Tiso. Kagiso Tiso is a leading black-owned diversified investment holding company with investments in a broad range of sectors including media, financial services, resources, industrial and healthcare.

  • Cliffe Dekker Hofmeyr is representing Atlatsa Resources Corporation (Atlatsa), a mining company listed on the Toronto Stock Exchange (primary listing) and the JSE (secondary listing). Our corporate/M&A team is advising this client in respect of its disposal of the Kwanda North and Central Block prospecting rights to Anglo American Platinum (APL). We are also advising in the corporate debt restructuring of the Atlatsa Group and the placement of Bokoni Platinum Mine on care and maintenance. Subject to the implementation of the sale of the prospecting rights, APL will capitalise and write off all debt owing by the Atlatsa Group and Bokoni Platinum Mines to APL, currently amounting to ZAR 4.2 billion, whilst allowing Atlatsa to retain its shareholding in the Bokoni Platinum Mine joint venture. The transaction will also see the migration of Atlatsa from the Toronto Stock Exchange to the JSE.

  • Cliffe Dekker Hofmeyr represented Metier Capital Growth Fund II (Metier), one of South Africa's largest private equity funds. Our corporate/M&A team advised this client in the acquisition, through Retailability, of Edcon’s Legit business which has 215 stores across South Africa, Lesotho, Swaziland, Namibia, Botswana and Zambia.

  • Cliffe Dekker Hofmeyr represented Capitec Bank Holdings Limited (Capitec), the second largest retail bank in South Africa; and Petratouch Proprietary Limited (Petratouch), the investment holding company. Our corporate/M&A team advised these clients regarding the restructuring of Capitec's original black economic empowerment (BEE) transaction (which was implemented in 2007), resulting in Petratouch acquiring a significant stake in Capitec from existing BEE shareholders and increasing its shareholding in Capitec to 7.27 per cent, making it Capitec’s largest empowerment shareholder.

  • Cliffe Dekker Hofmeyr represented Dentsu Aegis Network Limited (Dentsu), a UK-based global media and digital marketing communications company. Our corporate/M&A team advised this client in its acquisition of a majority stake in the creative agency, FoxP2. 

  • Cliffe Dekker Hofmeyr is representing EOH Holdings Limited (EOH), a JSE-listed technology company. Our corporate/M&A team is advising EOH in respect of a new black economic empowerment (BEE) transaction with Lebashe, a black-owned investment vehicle. The BEE transaction involves the issue by EOH of ordinary shares valued at ZAR 250 million and new A shares which are convertible into ordinary shares at the end of the five-year transaction term, thereby giving Lebashe a circa 22 per cent stake in EOH. The BEE transaction also entails the establishment by EOH of a ZAR 5 billion medium-term domestic note programme (DMTN Programme) which will be listed on the JSE, coupled with a commitment by Lebashe to subscribe for notes issued under the DMTN Programme, up to ZAR 3 billion.

  • Cliffe Dekker Hofmeyr is representing Lonmin, the world's third largest platinum producer, which has a primary listing on the London stock exchange and a secondary listing on the JSE. Our corporate/M&A team is advising this client in relation to an all-share offer by Sibanye Gold (trading as Sibanye-Stillwater). In terms of this deal, Sibanye has offered to acquire the entire issued share capital of Lonmin from Lonmin shareholders. The deal will be effected by means of a scheme of arrangement between Lonmin and the Lonmin shareholders under Part 26 of the UK Companies Act.

  • Cliffe Dekker Hofmeyr represented Premier Fishing and Brands Limited (Premier), a leading Black-owned and controlled fishing company. Our corporate/M&A team advised this client in its acquisition of a controlling interest in Talhado Fishing Enterprises, a specialist squid fishing company.
  • Dealmakers 2017 - 1st by M&A Deal Flow
  • Dealmakers 2017 - 2nd by M&A Deal Value
  • Dealmakers 2017 - 1st by General Corporate Finance Deal Flow
  • Dealmakers 2017 - 1st by General Corporate Finance Value
  • Dealmakers 2017 - 2nd by M&A Deal Flow and Deal Value (Africa, excluding South Africa)
  • Dealmakers 2017 - 2nd by BEE Deal Flow and Deal Value
  • Dealmakers 2016 – Cliffe Dekker Hofmeyr is ranked first by Dealmakers for M&A Deal Flow 8 years in a row and first in General Corporate Finance Deal Flow.
  • 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.
  • IFLR1000 2017 and 2018 ranks the firm in M&A - Tier 1. IFLR1000 2016 ranks the firm in M&A - Tier 2.
  • Chambers Global 2015 -2018 ranks our Corporate/M&A practice in Band 1.
  • The Legal 500 EMEA 2018 recognises us as Tier 1 in commercial, corporate/M&A.
  • Cliffe Dekker Hofmeyr directors were named in the 2013, 2014, 2015 and 2017 Client Choice International Awards.
In 2017
00 M&A Deals advised
00% of the market share
R00 Billion in deal value

Cliffe Dekker Hofmeyr has been recognised by DealMakers as the local law firm that has consistently advised on the most number of M&A deals in South Africa. The firm clinched the prestigious M&A Deal Flow award for the ninth consecutive year. Click here to read more.

The M&A Dealmaking partner that goes the distance.