International law firm Pinsent Masons is advising Yule Catto & Co plc (Yule Catto), the international producer of speciality chemicals on its acquisition of the entire share capital of PolymerLatex Deutschland GmbH (PolymerLatex), the leading global player in latex products, for €443 million (£376 million) from Towerbrook Capital Partners (UK). Completion is conditional upon approval by Yule Catto’s shareholders at a general meeting to be held on 30 December 2010 and by European competition authorities.
Pinsent Masons is also advising Yule Catto on its related fundraising of £225 million by way of a rights issue underwritten by HSBC, Barclays, Commerzbank, Collins Stewart Europe and RBS Hoare Govett.
The acquisition of PolymerLatex represents an attractive opportunity for Yule Catto to acquire a leading emulsion polymers franchise, giving Yule Catto increased scale and market share, a broader product offering and an improved product pipeline.
The Pinsent Masons team advising on the acquisition and rights issue was led by Martin Shaw, Alison Starr and Shiv Sibal, supported by Manisha Patel, Adrienne Davie, Chrissy Barton, Chris Watts and Lucy O’Dwyer (corporate), Giles Warrington and Nicola Frances (competition), Helen Peters and Sarah Merritt (environmental) and Alison Walker (tax).
Hermann Meller and Jörg Karenfort of Pinsent Masons’ alliance partner Salans led the team advising on the German due diligence and competition aspects of the acquisition. Pinsent Masons associated firms in Finland, Italy and Malaysia advised in relation to those jurisdictions.
Martin Shaw, the Pinsent Masons head of Corporate, Europe, commented: “The multi-jurisdictional auction sale process presented a number of challenges. Our strategic alliance with Salans has ensured that we delivered a seamless cross-border service. It also represents another example of the recent pick-up of both UK and continental Europe M&A activity”.
Alison Starr, corporate partner, added: “We are delighted to advise Yule Catto on this major strategic acquisition as well as the significant rights issue to support its funding. We are proud that our international team of lawyers successfully delivered the project, despite the particular pressures of time and scale”.
Adrian Whitfield, Chief Executive of Yule Catto commented: “The acquisition of PolymerLatex represents a transformational opportunity for Yule Catto. It creates a group with increased scale, an enhanced product portfolio, stronger market positions and greater efficiencies, all of which provide a foundation from which to grow and compete more effectively in a consolidating emulsion polymers market. At the same time, it supports our long-term strategy by providing a strong platform and the necessary cash generation to accelerate our growth in emerging markets. With meaningful potential synergies, it is a financially attractive deal which is expected to be accretive to earnings from the first year of ownership and significantly accretive thereafter”.
