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FRANCE
Deal Maker of the Year Awards 2013
WINNER - CHRISTOPHE CLERC DEAL: Aubay acquires Aedian
NAME: Christophe Clerc COMPANY: Pinsent Masons POSITION: Partner, Avocat a la Cour, General Manager TEL: +33 1 53 53 08 64 EMAIL: christophe.clerc@pinsentmasons.com
BIO
Christophe Clerc is General Manager of the Paris office. He specialises in corporate and securities law, with a focus on cross-border public and private mergers and acquisitions, joint ventures and group reorganisations. He also has extensive expertise in capital markets and corporate governance issues. He regularly advises major international groups, banks and other investors on a wide variety of transactions. Christophe was closely involved in the implementation in France of the EU Takeover Directive. He is a member of a permanent advisory committee of the French Financial Markets Authority (Autorité des Marchés Financiers, AMF) and of the legal panel of ANSA, a leading corporate law authority. He also teaches corporate governance at the Institut d’Etudes Politiques (Paris). Christophe was the co-author of the Report on the EU Transparency Directive and the Report on the EU Takeover Bid Directive, both commissioned by the European Commission. He regularly works for the European Parliament and various French public institutions.
DEAL OVERVIEW Q
Please summarise the transaction
Acquisition by Aubay, a French-listed global player in integration and technology consultancy, of 100% of Aedian shares, a French consultancy firm specialising in the banking and insurance sectors, by way of a public tender offer followed by a mandatory squeeze out.
Q
What was your role within the transaction?
We have advised Aubay on all aspects of the transaction, from the purchase of a majority stake from the founding shareholder of Aedian to the implementation of the squeeze out, including the drafting of the legal documentation, the discussions with the French financial markets authority (Autorité des marchés financiers) and the preparatory work for the discussions with the works councils.
negotiation with the founding shareholder based on speed and certainty.
(ii) The second challenge was overcome by structuring a reciprocal sale and purchase undertaking between Aubay and the holders of free shares giving certainty to the future transfer of such shares, and therefore allowing the implementation of the mandatory squeeze out.
(iii) A very open, respectful and straightforward approach was used in the relationships with the work committee, resulting in a buy-in of the project by the employees.
Q Q difficulties presented? What were the challenges or
Three of the challenges presented were: (i) the negotiation of the terms and conditions of the sale of a majority stake from the founding shareholder of Aedian;
(ii) the legal treatment of a number of free shares granted to certain directors, the vesting period of which had not expired and which could therefore not be transferred. Absent such transfer, the mandatory squeeze out could not be implemented;
(iii) the discussions with the work committees, which needed to be consulted.
How were the challenges difficulties overcome?
or (i) The first challenge was overcome through
What other types of clients or transactions have you been involved with
We have worked on cross border transactions involving several offices of the firm throughout the world.
We have assisted, and regularly assist, large listed companies on their corporate governance issues.
Q
What are your thoughts and predictions for 2014 and beyond
We anticipate a growth in the mid cap M&A market, on which we are positioned, and in the number of transactions involving an Asian party, where we also have a strong presence.
We can also see an increasing appetite from large companies for legal advice on their corporate governance and compliance processes.