Our Corporate & Commercial practice

offers expert strategic legal services for all transactional work.

Groundbreaking Matters

Clients value the group’s efficiency and expediency: “Quick response times, detailed responses. Most importantly, practical solutions for complex problems.”

Chambers Global 2019

"Very ethical and dedicated team, well thought through intensive application to business imperatives and regulatory context, partner on matters is well recognised in the industry and its relationship with other sector clients and lenders is strategically advantageous.”

IFLR1000

"Sound legal and practical advice and support, which has greatly assisted us in closing out the relevant transactions."

IFLR1000

"Large, experienced teams (typically led by individual specialists) in the areas of expertise that we require.”

IFLR1000

"Very professional, highly accessible, quick turnaround of documents, strong commercial understanding."

IFLR1000

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 Telecommunications, Energy, Mining, Healthcare, Hospitality, Tourism, Information Technology, Oil and Gas, Pharmaceuticals, Real Estate, Manufacturing and many more.

 

 

  • Cliffe Dekker Hofmeyr represented Soihl Hong Kong Holdings Limited subsidiary of China Petroleum & Chemical Corporation (Sinopec), the global oil giant. Our team advised 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 advised Twisp Proprietary Limited (Twisp), the leading South African electronic cigarette retailer. This transaction involved 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.

  • 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 acted as South African legal advisor to New Europe Property Investments plc (NEPI), the largest listed real estate fund focused on Eastern Europe, in relation to the merger of NEPI and Rockcastle Global Real Estate Company Limited into a new entity, and the listing of such new entity on the JSE.

  • Cliffe Dekker Hofmeyr represented Remgro, the top ALSI 40 leading investment holding company listed on the JSE. Our corporate/M&A team advised Remgro in the exchange of Remgro's 25.75% shareholding (held via a wholly-owned subsidiary of Remgro) in Unilever South Africa Holdings, for full ownership of the Unilever spreads business in Southern Africa (valued at US$526.5 million) plus US$368.6 million in cash.

  • Cliffe Dekker Hofmeyr's corporate/M&A team advised Distell, the leading South Africa-based brewing and beverage company, which had a multi-tiered listed pyramid ownership structure involving, among others, JSE-listed Remgro Limited (Remgro), one of the pre-eminent investment companies in South Africa, and JSE-listed Capevin Limited (Capevin). Our team advised both Distell and Capevin in connection with the restructuring of the multi-tiered pyramid-type ownership structure. The restructure was effectively a merger of Capevin and Distell with a complex set of inter-conditional transaction steps including the listing of a new company (New Distell) on the JSE. Following the transaction, Distell became a wholly-owned subsidiary of New Distell. The transaction was highly complex and involved heretofore undecided company law and take-over law interpretational issues. The transaction was subject to a challenge before the Takeover Panel regulatory by a minority shareholder, which we advised on and successfully defended.

  • Cliffe Dekker Hofmeyr acted for Tiso Blackstar Group SE (Tiso Blackstar), a media, broadcast and retail marketing group, 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 represented 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 advised this client in respect of its disposal of the Kwanda North and Central Block prospecting rights to Anglo American Platinum (APL). We are also advised in the corporate debt restructuring of the Atlatsa Group and the placement of Bokoni Platinum Mine on care and maintenance. The transaction also saw 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 was lead adviser to EOH, a JSE-listed technology company and one of Africa's largest technology service providers, in respect of a black economic empowerment (BEE) transaction with Lebashe Investment Group (Lebashe), a black-owned investment vehicle with a variety of interests within the technology and financial sectors.

  • Cliffe Dekker Hofmeyr represented 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 advised this client in relation to an all-share offer by Sibanye Gold (trading as Sibanye-Stillwater). In terms of this deal, Sibanye offered to acquire the entire issued share capital of Lonmin from Lonmin shareholders. The deal was 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 Premier on its acquisition of a controlling interest in Talhado Fishing Enterprises, a specialist squid fishing company. This was the largest acquisition made by Premier to date.
  • Cliffe Dekker Hofmeyr represented Abraaj, a global investor focused on emerging markets, 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.
  • Cliffe Dekker Hofmeyr represented Séché Environnement S.A. (Séché), the leading France-based group which provides environmental management solutions globally. Our corporate/M&A team advised Séché in its take private acquisition of 100% of the issued share capital of South African waste management company, Interwaste Holdings (Interwaste), by way of a scheme of arrangement. Following the implementation of the scheme, Interwaste was delisted from the main board of JSE.

  • Cliffe Dekker Hofmeyr represented MCGF II Partnership and MCGF II Investments (MCGF II), leading South African and Mauritius private equity investment vehicles. Our corporate/M&A team acted for these clients in their take private acquisition of 100% of the issued share capital of South African packaging company, Master Plastics (Master Plastics), by way of a scheme of arrangement. Following the implementation of the scheme, Master Plastics was delisted from the main board of JSE.
  • Cliffe Dekker Hofmeyr represented Vukile Property Fund Limited (Vukile), one of South Africa's premier REITs. Our corporate/M&A team advised Vukile in a transaction which involved the indirect acquisition of 4 retail centres in Spain from Unibail Rodamco and marked a significant step in its offshore expansion.

  • Cliffe Dekker Hofmeyr represented Tower Property Fund Limited (Tower), the leading South Africa-based property investment fund and structured REIT. Our corporate/M&A team advised Tower in establishing its subsidiary, Tower International, in Mauritius. We advised Tower on transferring its ZAR 1 billion Croatian property portfolio to Tower International; obtaining a new investor, Namibia-based Oryx, to invest ZAR300 million into Tower International; and on restructuring the Euro bank debt linked to the portfolio.

  • Cliffe Dekker Hofmeyr represented Solar Capital Orange RF (Pty) Limited (Solar), the leader in renewable energy solutions in South Africa. Our corporate/M&A team advised Solar on the re-arrangement of shareholding, and completion of the financing to allow a much-delayed renewable solar project to close days before extended regulatory approval expired. As trusted legal and strategic counsel, we are regularly called upon to support clients in challenging negotiations that are central to the success of complex projects.

  • Cliffe Dekker Hofmeyr represented Old Mutual Emerging Markets Proprietary Limited (OMEM), which owns 100% of the issued share capital of Old Mutual (South Africa) Holdings (OMSA), which in turn holds 100% of the issued share capital of UK-based, OM Latin America HoldCo UK (OMLAH) and 100% of the issued share capital of Panama-based, AIVA Holdings Group (AIVA). Our team advised OMSA in the sale of its 100% shareholding in OMLAH and AIVA, thereby also transferring indirect ownership of various companies falling under these entities. The transaction involved numerous countries across 4 continents, their local laws and the sale of shares in a highly-regulated industry.

  • Cliffe Dekker Hofmeyr represented Prescient Holdings, the South Africa-based company which provides investment and wealth management, securities, administration, management company, life and foundation services. Our corporate/M&A team was lead adviser on the repurchase by Prescient Holdings of circa 25% of its shares from Stellar Capital in three tranches, and the simultaneous subscriptions by a black empowered vehicle (Prescient Empowerment Trust) and a management company for shares in Prescient, ultimately resulting in Prescient Holdings having a majority black ownership. We were also responsible for preparing and obtaining approval for the merger filing with the Competition Commission.

  • Cliffe Dekker Hofmeyr represented Stellar Capital Partners Limited (Stellar), the JSE-listed investment holding company with a combination of strategic and controlling stakes in a portfolio of investee companies in the financial services and industrial sectors. Our corporate/M&A team advised on the sale by Stellar of its 100% stake in Amalgamated Electronic Corporation, an entity previously listed on the JSE, and acquired by Stellar during 2016. The sale was initiated by a competitive bidding process, which ultimately resulted in a Share Purchase Agreement entered into with US-based private equity fund, First Carlyle Growth V.

  • Cliffe Dekker Hofmeyr represented Caixa Geral de Depósitos, S.A. (CGD), the leading Portugal-based state-owned banking corporation. Our corporate/M&A team is currently acting as South African counsel to CGD in relation to its disposal of 100% of its shareholding in Mercantile Bank Holdings (MBH) to Capitec Bank (Capitec). The transaction is significant in Portugal as CGD is selling its shares in MBHL as part of a strategic recapitalisation plan approved by the European Commission and requiring CGD to reduce its overseas assets. CGD was one of three Portuguese banks granted aid by the European Central Bank and European Commission in the aftermath of the global financial crisis of 2008. The transaction is also significant in South Africa as it will enable Capitec to expand into the business banking market and more specifically in connection with SMEs.

Practice Area Rankings

  • Dealmakers 2018 - 1st by M&A Deal Flow for the 10th year in a row.
  • Dealmakers 2018 - 1st by M&A Deal Value.
  • Dealmakers 2018 - 2nd by General Corporate Finance Deal Flow.
  • Dealmakers 2018 - 1st by BEE M&A Deal Value.
  • Dealmakers 2018 - 2nd by BEE M&A Deal Flow.
  • Dealmakers 2018 - Lead legal advisers on the Private Equity Deal of the Year.
  • 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 – 1st for M&A Deal Flow 8 years in a row
  • Dealmakers 2016 – 1st in General Corporate Finance Deal Flow
  • Dealmakers 2015 – 1st for Deal Flow 7 years in a row
  • Dealmakers 2015 – 1st in General Corporate Finance Deal Flow
  • Dealmakers 2014 – 1st Deal Flow 6 years in a row
  • Dealmakers 2014 – 1st in M&A Deal Value
  • Dealmakers 2014 – 1st in General Corporate Finance Deal Flow
  • Dealmakers 2013 – 1st for M&A Deal Flow
  • Dealmakers 2013 – 1st in M&A Deal Value
  • Dealmakers 2013 – 1st in Unlisted Deals - Deal Flow
  • Dealmakers 2012 – 1st in M&A Deal Flow
  • Dealmakers 2012 – 1st in General Corporate, Finance Deal Flow
  • Dealmakers 2012 – 1st in General Corporate Finance, Deal Value
  • Dealmakers 2012 – 1st in Unlisted Deals - Deal Flow
  • Dealmakers 2011 – 1st in M&A Deal Flow
  • Dealmakers 2011 – 1st in General Corporate Finance Deal Flow, Legal Advisor - Deal of the Year
  • Chambers Global 2015 - 2019 rank our Corporate/M&A practice in Band 1.
  • The Legal 500 EMEA 2018-2019 recognises us as Tier 1 in commercial, corporate/M&A.
  • IFLR1000 2017 to 2019 ranks the firm in M&A - Tier 1. IFLR1000 2016 ranks the firm in M&A - Tier 2.
  • 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, 2015 and 2017 Client Choice International Awards.

Ranked Practitioners

  • Willem Jacobs is the National Practice Head of the Corporate & Commercial team. Chambers Global 2014–2019 ranked Willem in Band 2 for corporate/M&A. The Legal 500 EMEA 2016–2018 recommended him as a leading individual for commercial, corporate/M&A. Willem was also recommended in 2012–2016 for mining; as well as commercial, corporate and M&A. Best Lawyers International 2008–2019 listed him for corporate law and mergers and acquisitions law. IFLR1000 2018 and 2019 recommended Willem as a highly regarded lawyer for M&A and private equity. IFLR1000 2011–2015 and 2017 recommended him as a leading lawyer in this area. Who’s Who Legal 2019 ranked Willem as a leading lawyer in M&A and Governance. Who’s Who Legal 2017–2018 identified Willem as a leading lawyer for M&A. He was identified as a leading lawyer by The International Who’s Who of Mergers & Acquisitions Lawyers 2014 and was identified in The International Who’s Who of Business Lawyers 2014.

  • Chambers Global 2015–2019 ranked David Thompson in Band 4 for corporate/M&A. Best Lawyers International 2008–2019 listed him for corporate law and mergers and acquisitions law. Best Lawyers International 2016 listed him as the Lawyer of the Year (Cape Town) for mergers and acquisition law, in 2015 as Lawyer of the Year (Cape Town) for Corporate Law and in 2014 as Lawyer of the Year (Cape Town) for mergers and acquisition law

  • Best Lawyers International 2018-2019 listed Roelof Bonnet for corporate law.

  • Best Lawyers International 2018-2019 listed Tessa Brewis for corporate law and mergers and acquisitions law.

  • Best Lawyers International 2018-2019 listed Clem Daniels for mergers and acquisitions law.

  • Best Lawyers International 2018-2019 listed André de Lange for mergers and acquisitions law.

  • The Legal 500 EMEA 2016–2018 recommended Lilia Franca for commercial, corporate/M&A.

  • The Legal 500 EMEA 2018 recommended John Gillmer for commercial, corporate/M&A.

  • Chambers Global 2017–2019 ranked Sandra Gore in Band 3 for environment. The Legal 500 EMEA 2017 recommended her for mining. Sandra was identified in The International Who’s Who of Business Lawyers 2015, 2017 for environmental law.

  • IFLR1000 2018 and 2019 recommended Johan Green as a highly regarded lawyer for Capital Markets: Equity and Mergers & Acquisitions.

  • Chambers Global 2019 ranked Peter Hesseling in Band 2 for corporate/M&A Chambers Global 2017–2019 ranked Peter in Band 3 for corporate/M&A. Chambers Global 2014-2016 ranked him in Band 5 for Corporate/M&A. The Legal 500 EMEA 2012–2018 recommended Peter for commercial, corporate/M&A. Best Lawyers International 2014–2019 listed him for corporate law and mergers and acquisitions law. In 2018, Peter was also listed for insolvency and reorganisation and private equity law, and was listed as Lawyer of the Year for mergers and acquisitions law. Peter was listed by Best Lawyers International 2016 as the Corporate Law Lawyer of the Year in South Africa. IFLR1000 2018 and 2019 recommended Peter as a highly regarded lawyer for restructuring & insolvency and mergers & acquisitions. Who’s Who Legal 2019 ranked Peter as a leading lawyer in M&A and Governance. Who’s Who Legal 2018 identified him as a leading lawyer for M&A. Who’s Who Legal 2017 identified Peter as a leading lawyer in capital markets. Who’s Who Legal 2016 identified Peter in the International Who’s Who of Banking Lawyers – Capital Markets. ILO Client Choice Awards 2013–2014 named him as the exclusive winner of the General Corporate category in South Africa.

  • Best Lawyers International 2018-2019 listed Allan Hannie for corporate law.

  • Best Lawyers International 2015–2019 listed Quintin Honey for corporate law.

  • IFLR1000 2018 and 2019 recommended Roelf Horn as a notable practitioner.

  • IFLR1000 2018 and 2019 recommended Yaniv Kleitman as a notable practitioner.

  • Chambers Global 2011–2019 ranked Johan Latsky in Band 3 for corporate/M&A. Chambers Global 2012–2018 ranked him in Band 1 for capital markets: equity. The Legal 500 EMEA 2012–2018 recommended Johan for commercial, corporate/M&A. Best Lawyers International 2009–2019 listed him for corporate law and mergers and acquisitions law. Who’s Who Legal 2012–2013 identified Johan as a leading lawyer for corporate/M&A. ILO Client Choice Awards 2014 named him as the exclusive winner of the M&A category in South Africa.

  • The Legal 500 EMEA 2017–2018 recommended Giada Masina for mining.

  • Chambers Global 2017–2019 ranked William Midgley in Band 2 for real estate. The Legal 500 EMEA 2017–2018 recommended him as a leading individual for real estate and recommended him in 2016 for real estate.

  • The Legal 500 EMEA 2012 recommended Jo Neser for commercial, corporate/M&A. Best Lawyers International 2010–2018 listed him for corporate law and mergers and acquisitions law. Jo was identified as a leading lawyer by Who’s Who Legal: Franchise for 2017. He was identified as a leading lawyer by The International Who’s Who of Franchise Lawyers 2013-2017 and The International Who’s Who of Business Lawyers 2014.

  • Best Lawyers International 2010–2019 listed Francis Newham for corporate law and mergers and acquisitions law and in 2017 listed him as Lawyer of the Year for mergers and acquisitions law. IFLR1000 2018 and 2019 recommended Francis as a notable practitioner.

  • The Legal 500 EMEA 2018 recommended Gasant Orrie for commercial, corporate/M&A. Best Lawyers International 2010–2019 listed him for corporate law and mergers and acquisitions law.

  • The Legal 500 EMEA 2018 recommended Verushca Pillay for commercial, corporate/M&A. Best Lawyers International 2018-2019 listed her for corporate law. IFLR1000 2018 and 2019 recommended Verushca as a notable practitioner.

  • Chambers Global 2017–2019 ranked David Pinnock in Band 1 for corporate/M&A: Private Equity. The Legal 500 EMEA 2016–2018 recommended him for commercial, corporate/M&A. Best Lawyers International 2009–2019 listed David for corporate law and mergers and acquisitions law. Who’s Who Legal 2019 ranked David as a leading lawyer in M&A and Governance. Who’s Who Legal 2017–2018 identified him as a leading lawyer in M&A. IFLR1000 2018 and 2019 recommended David as a notable practitioner.

  • Chambers Global 2012–2019 ranked Ludwig Smith in Band 1 for banking & finance and in 2017–2019 he was ranked in Band 3 for tax. The Legal 500 EMEA 2017–2018 recommended him as a leading individual for banking and finance and recommended Ludwig for tax in 2013, 2017–2018. Best Lawyers International 2008–2019 listed him for finance and banking law. Who’s Who Legal 2018 identified Ludwig as one of the world’s leading lawyers for banking – regulatory and banking – finance. Ludwig was identified as a leading lawyer by Who’s Who Legal: Corporate Tax – Advisory for 2017–2018. The International Who’s Who 2011 identified him as a leading lawyer for banking and finance and for corporate tax – advisory.
In 2018
00 M&A Deals advised
00% of the market share
R00 Billion in value

Cliffe Dekker Hofmeyr wins prestigious M&A Deal Flow award 10 years in a row. Click here to read more.

 

The winning M&A Dealmaking partner that goes the distance.