Our Corporate & Commercial practice

offers expert strategic legal services for all transactional work

Impactful Matters

Clients appreciate the team for its "legal knowledge and commerciality," additionally commenting on the "excellent service - they are always looking to go above and beyond."

Chambers Global 2020

“The firm gives excellent advice and insight into commercial matters and has deep knowledge of the law. It also has the ability to deal with shareholders from other geographies.”

IFLR1000 2020

“The firm has incredible attention to detail and is very comprehensive in all aspects of its work.”

IFLR1000 2020

“The firm is competent. They are leaders in their field of expertise and deliver on time.”

IFLR1000 2020

Corporate & Commercial

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.

 

 

  • Advised Grand Parade Investments in its sale of the Burger King South Africa franchise and a related burger-making plant to private equity firm ECP Africa Fund.
  • Advised JSE-listed REIT, Equites Property Fund in the formation of its joint venture with Shoprite Holdings Limited to manage and develop a portfolio of logistics properties.
  • Advised Arrowhead and Gemgrow, both South Africa-based property funds, on the reverse takeover of Gemgrow by Arrowhead, in terms of which Gemgrow acquired all of the Arrowhead shares by way of a scheme of arrangement.
  • Advised ZARX-listed Senwes Group, one of South Africa's largest agribusinesses, and KLK Landbou Limited, a large farming services specialist in the Northern Cape, on Senwes Group's purchase of a majority shareholding in KLK, whilst simultaneously overcoming a competing hostile takeover bid, already launched by one of KLK's existing shareholders.
  • Advised Caixa Geral de Depósitos, S.A., the leading Portugal-based state-owned banking corporation, as South African counsel, on its disposal of 100% of its shareholding in Mercantile Bank Holdings to Capitec Bank.
  • Advised Séché Environnement S.A., the leading France-based group which provides environmental management solutions globally, in its take-private acquisition of 100% of the issued share capital of South African waste management company, Interwaste Holdings, by way of a scheme of arrangement. Following the implementation of the scheme, Interwaste was delisted from the main board of JSE.

  • Advised Metier Capital Growth Fund II Partnership and Metier Capital Growth Fund II Investments, leading South African and Mauritius private equity investment vehicles, in their take-private acquisition of 100% of the issued share capital of South African packaging company, 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.
  • Advised Vukile Property Fund Limited, one of South Africa's premier REITs, in the indirect acquisition of 4 retail centres in Spain from Unibail Rodamco. This marked a significant step in its offshore expansion.

  • Advised 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 held 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). We 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.
  • Advised Remgro, the top ALSI 40 leading investment holding company listed on the JSE, on 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. 
  • Advised Tower Property Fund Limited (Tower), a leading South Africa-based property investment fund and structured REIT, 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.

  • Advised Solar Capital Orange RF (Pty) Limited, a leader in renewable energy solutions in South Africa, 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.
  • Advised Soihl Hong Kong Holdings Limited, subsidiary of China Petroleum & Chemical Corporation (Sinopec), the global oil giant, 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.

  • Advised Sovereign Food Investments Limited, 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), we advised this client in respect of Capitalworks' friendly offer to acquire all (or a portion) of the shares in Sovereign Foods.

  • Advised Prescient Holdings, the South Africa-based company which provides investment and wealth management, securities, administration, management company, life and foundation services, 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. This ultimately resulted in Prescient Holdings having a majority black ownership.

  • Advised Tiso Blackstar Group SE, a leading media, broadcast and retail marketing group, in respect of the disposal of its 22.9 per cent shareholding in Kagiso Tiso, a leading black-owned diversified investment holding company.

  • Advised Capitec Bank Holdings Limited, the second largest retail bank in South Africa; and Petratouch Proprietary Limited, an investment holding company, 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.

  • Advised EOH Holdings Limited, a technology company listed on the JSE, in respect of its BEE Transaction, coupled with a ZAR1 billion equity capital raising.

  • Advised Lonmin, the world's third largest platinum producer, with a primary listing on the London stock exchange and a secondary listing on the JSE, 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.

  • Advised Premier Fishing and Brands Limited, a leading Black-owned and controlled fishing company, on its acquisition of a controlling interest in Talhado Fishing Enterprises, a specialist squid fishing company.
  • Advised Stellar Capital Partners Limited, 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, on the sale of its 100% stake in Amalgamated Electronic Corporation.
  • Advised Echo Polish Properties N.V., a Polish property fund promoted by Redefine Properties Limited, on its IPO and JSE inward listing.
  • Advised Atlatsa Resources Corporation, a mining company listed on the Toronto Stock Exchange (primary listing) and the JSE (secondary listing), in respect of its disposal of the Kwanda North and Central Block prospecting rights to Anglo American Platinum. We also advised in the corporate debt restructuring of the Atlatsa Group and the placement of Bokoni Platinum Mine on care and maintenance. The transaction saw the migration of Atlatsa from the Toronto Stock Exchange to the JSE.

Practice Area Rankings

  • M&A Legal DealMakers of the Decade 2010 – 2019 (Deal Flow)
  • Dealmakers 2019 - 1st by BEE M&A Deal Flow
  • Dealmakers 2019 - 1st by General Corporate Finance Deal Flow
  • Dealmakers 2019 - 2nd by M&A Deal Value
  • Dealmakers 2019 - 2nd by M&A Deal Flow
  • 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 2015-2020 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 2017-2020 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 2014–2020 ranked Willem in Band 2 for corporate/M&A. The Legal 500 EMEA 2016–2019 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. IFLR1000 2018-2020 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 2015–2020 ranked David Thompson in Band 4 for corporate/M&A.

  • The Legal 500 EMEA 2016–2019 recommended Lilia Franca for commercial, corporate/M&A.

  • The Legal 500 EMEA 2018 recommended John Gillmer for commercial, corporate/M&A. In 2019 he was recommended in investment funds.

  • IFLR1000 2018-2020 recommended Johan Green as a highly regarded lawyer for Capital Markets: Equity and Mergers & Acquisitions.

  • Chambers Global 2019-2020 ranked Peter Hesseling in Band 2 for corporate/M&A Chambers Global 2017–2018 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 2012–2019 recommended Peter for commercial, corporate/M&A. IFLR1000 2018 and 2020 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.

  • IFLR1000 2018-2020 recommended Roelf Horn as a notable practitioner.

  • IFLR1000 2018-2020 recommended Yaniv Kleitman as a notable practitioner.

  • Chambers Global 2011–2020 ranked Johan Latsky in Band 3 for corporate/M&A. Chambers Global 2012–2020 ranked him in Band 1 for capital markets: equity. The Legal 500 EMEA 2012–2019 recommended Johan for commercial, 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 2017–2019 recommended Giada Masina for mining. Chambers Global 2020 ranked Giada as up and coming in Energy & Natural Resources: Mining

  • Chambers Global 2017–2020 ranked William Midgley in Band 2 for real estate. The Legal 500 EMEA 2017–2019 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.  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.

  • IFLR1000 2018-2020 recommended Francis Newham as a notable practitioner.

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

  • The Legal 500 EMEA 2018 recommended Verushca Pillay for commercial, corporate/M&A. IFLR1000 2018-2020 recommended Verushca as a notable practitioner.

  • Chambers Global 2017–2020 ranked David Pinnock in Band 1 for corporate/M&A: Private Equity. The Legal 500 EMEA 2016–2019 recommended him for commercial, corporate/M&A. 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 2018-2020 recommended David as a notable practitioner.

  • Chambers Global 2012–2020 ranked Ludwig Smith in Band 1 for banking & finance and in 2017–2020 he was ranked in Band 3 for tax. The Legal 500 EMEA 2017–2019 recommended him as a leading individual for banking and finance and recommended Ludwig for tax in 2013, 2017–2019. 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 2019
00 M&A Deals advised
00% of the market share
R00 Billion in value