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Our experience

 

We have highlighted below a selection of recent key deals and cases. You can also download our office brochure for a full breakdown of our services.

Belgian offices: experience highlights

  • Fagron: Fagron, the Euronext Brussels listed global pharmaceutical compounding company, on the
    disposal of its non-core activities (including for example the EUR100 million sale of Corilus to AAC Capital) and subsequent debt and capital restructuring, including full renegotiation with banks and bond holders as well as an innovative combination of a EUR220m private capital raise with a backstopped rights issue.
  • Rentel NV: Rentel NV, a subsidiary of Otary, on the financing, development, construction and operation of a new 309MW offshore wind project in the Belgian North Sea. This project is the fifth offshore wind project in the Belgian North Sea and will consist of 42 wind turbines with a capacity of 7.35MW each, that will deliver renewable energy to approximately 285,000 households. We were involved in the negotiations of all major project contracts, including turbine supply and O&M agreements, the regulatory framework and the required permits and authorizations. We also assisted Rentel on the project finance work including vendor due diligence.
  • Brabo I tramway: The private shareholders of the SPV on the refinancing of the Brabo I tramway DBFM project in Antwerp. This light rail PPP project aims to improve public transport and mobility in and around Antwerp, mainly through the construction of several tramline extensions. The refinancing of this project was complex as it also involved the restructuring of existing hedging arrangements and the participation of a fixed rate lender.
  • Ahold: Ahold, on its EUR25 billion cross border merger with Delhaize. The merger creates Europe’s largest listed food retailer by market capitalisation and the fifth largest retailer in the U.S., with more than 6,500 stores globally. For this deal our teams in Belgium and the Netherlands worked together with our New York office to service the cross-border business needs of a multinational client. The deal entailed a “merger of equals” between two listed food retailers implemented in accordance with the European cross-border merger framework, which remains largely untested for non intra-group mergers and listed companies of this size. Our Belgian and Dutch tax teams assisted in the structuring of the transaction and the obtaining of the related tax rulings as well as designing the post-merger structuring of the combined group, including the demerger of the former Delhaize group assets and liabilities into the Belgian branch of a newly incorporated Dutch company and the subsequent cross border transfer and conversion of this Dutch company into a Belgian partnership limited by shares (a corporate transaction for which nospecific
    legal regime exists to date), which our Belgian and Dutch corporate teams and Dutch notary office implemented.

Develop

  • iMinds on the merger with imec, a leading nanoelectronics research centre which
    resulted in the creation of a new world-class, high-tech research centre for the digital economy while further strengthening Flanders’ reputation as a technology epicentre and region focused on creating a sustainable digital future.
  • Allfin on its merger with Immobel, the listed Belgium-based real estate developer. This transaction creates the largest listed real-estate development group in Belgium.
  • Trans Adriatic Pipeline (TAP ) on EU Treaty and public procurement matters in relation to the construction of the Trans Adriatic Pipeline, which will transport Caspian natural gas to Europe.
  • A sustainable oil producer on the restructuring of its Belgium-based operations. The restructuring required sophisticated advice during the information and consultation phase as well as during the negotiations with trade unions, and for the establishment of termination packages.
  • Novartis Novartis on its first ever ‘telehealth’ project relating to the development of a new internet-enabled device for the treatment of patients.
  • Patrizia Immobilien on the acquisition of the Astro Tower from Santander.

Fund

  • BNP Paribas Fortis on the financing of the public takeover bid by TVH Group of the UK listed Lavendon Group, which is one of the largest public take-over bids launched by a Belgian family-owned business.
  • Waterland on the financing by ING Belgium NV, Belfius NV and KBC Bank NV, as lead arrangers, of its investment in United Petfood Producers, a manufacturer of dry pet food with activities in Belgium, France and Poland.
  • The Mandated Lead Arrangers in respect of USD700m borrowing base facilities for OW Bunker & Trading A/S following bankruptcy of the global OW Bunker Group. This was the largest bankruptcy in the shipping industry in recent years.
  • Goldman Sachs on the refinancing of Group Bernaerts holding office buildings and logistic facilities in Mechelen and Antwerp.
  • Bond issues for VGP, Allfin, Matexi and Ethias The issuers or arrangers on a large number of bond issues for VGP, Allfin, Matexi, Deceuninck, AB InBev, Penates Funding, Elia and Ethias
  • IPOs of Asit Biotec, Bone Therapeutics and Celyad We have been instructed on most
    of the Belgian IPOs since 2008. We worked with Bone Therapeutics on its Euronext Brussels and Paris
    IPO. Additionally, having advised Celyad (at the time Cardio3 BioSciences) on its Euronext Brussels and Paris IPO, we consequently worked with its team on the EU aspects of its USD100.1m NASDAQ IPO and on its EUR32m pre-round private placement with investors in the U.S. and Europe..

Manage risks & reputation

  • A leading polymer producer in its collective bargaining negotiations with its social partners
    including negotiations on bi-annual wage rounds, pension plan regularisation, job security arrangements, blue- and white-collar harmonisation and end-of-career arrangements.
  • Toyota on the worldwide data protection aspects for the integration of telematics technology in its cars.
  • Intel, in litigation relating to its flagship INTEL and INTEL INSIDE trademarks. This has resulted in a number of third parties having to change their corporate names and trade names. We also assist Intel in customs actions against counterfeit goods.
  • A leading insurance company on a wide variety of compliance issues relating to MiFID, commission structures and market practices, including the impact of consumer protection rules.
  • A leading Belgian bank on a risk assessment in relation to the reorganisation of the self-insured medical plan (with an internal medical fund) to an insured medical plan following (i) changes in insurance regulations and (ii) important developments in case law in relation to occupational medical plans.
  • A listed Belgian-based fresh food group on several corporate governance issues on the set-up of professional relationships for its executive committee members and related compensation issues. This included a comprehensive legal analysis and assessment of existing compensation and professional structures, in the context of the international operations of the client, and advice on the viability, from a legal, tax and corporate governance perspective, of proposed structures and policies.

Defend

  • Tempo-team on a challenge launched by a competitor before the Belgian State Council, with regard to a four year framework agreement that was awarded to Tempo-Team by a government entity. We successfully intervened on behalf of our client as the Belgian State Council dismissed the claims and upheld the award decision.
  • Major industrial operators across Europe in a string of multi-jurisdictional litigation proceedings challenging the various national implementation measures to implement an EU Commission Decision limiting the number of effectively available free emission allowances, despite such allowances being eligible under the rules of the EU emissions trading scheme. The objective was to encourage the European Commission to re-calculate the allocations provided to the whole sector and our clients were keen to ensure that this was not perceived as a wholesale challenge of the ETS scheme.
  • Several multinationals in relation to “LuxLeaks” tax investigations; not only on investigations by the Belgian Special Tax Unit, but also investigations by the European Commission. This includes advising on the interaction between tax rules and state aid.
  • A major financial service provider in relation to a number of cybersecurity incidents, including assisting in criminal and regulatory investigations, and advising on aspects of liability, insurance and
    loss recovery.
  • A NYSE Euronext listed company in litigation with market regulator FSMA following an investigation into alleged breaches of market abuse and transparency regulations.
  • A leading European manufacturer on successfully defending its interests in non-compete litigation by
    obtaining preliminary injunctions in first instance and appeal proceedings against a former senior executive in order to enforce compliance with contractual non-compete provisions.

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