Belgium

Studio 100 and its existing shareholders (Gert Verhulst, Hans Bourlon and a global financial institution), on the sale of approximately 25% of Studio 100’s share capital with the Swerts family ('Soudal') and 3d Investors. Studio 100 is a Belgian entertainment company. The company produces television programs, music, films and has a number of theme parks in Belgium and beyond.

The deal was run as a private placement auction process, and attracted extensive press coverage.  Due to the diverse nature of the interested bidders combined with the fact that we represented 3 different existing shareholders with each their own interests and sensitivities, the drafting and negotiation of transaction documents was more complex than in an average M&A deal. In addition, the deal was also complex due to the complex nature of the target business, active in various juridictions. 

SeaMade wind farm

Otary and SeaMade in respect of the development of two new offshore wind farms off the Belgian coast – the single largest wind farm ever financed and built in Belgium

The Mermaid and Seastar offshore wind farms (together, merged into “SeaMade”) consist of 58 wind turbines 38-50km off Zeebrugge, which are expected to deliver renewable energy for 485,000 households. Intended to bring about a reduction of 500,000 tons of CO2 emissions per year, the project is crucial to help Belgium reach its renewable energy objectives. Allen & Overy took the lead role on the financing of the project, the negotiations of all major project agreements, regulatory questions, state aid aspects, as well as the merger of the two corporate special purpose vehicles, Mermaid and Seastar.

Oosterweel

The European Investment Bank on its financing of the Oosterweel Connection – the largest infrastructure project in Belgium, and one of the largest in Europe. It is an important part of the Antwerp Master Plan 2020, which provides for additional road infrastructure, public transport projects, extra cycle paths and water-related infrastructure works.

Domo, a Belgian chemical company, on aspects of a complex €1.6 billion deal that saw BASF, Solvay, and Domo Chemicals agree to acquire Solvay’s polyamide business.

BASF agreed with advanced materials and specialty chemicals company Solvay to acquire its integrated polyamide business in 2017, but the deal was only cleared by the European Commission in 2019, and as a condition, Solvay had to dispose of its European polyamide business (known as “PA6.6”) to a third party.

Domo’s acquisitions include engineering plastics operations in France and Poland, high performance fibres in France, polymer operations in France, Spain, and Poland, and commercial businesses in Germany and Italy. The acquisition strengthened Domo’s nylon-based engineering plastics and created a European leader with scale, entering the market with a top position in PA6/6.

Athora Holding Ltd. (together with its subsidiaries) on the €540 million acquisition of Generali Belgium S.A., the Belgium-based subsidiary of international insurance group a multinational composite insurer. The buyer in this case was a different type of investor than those we usually see on FIG deals. Many of the usual investors on FIG deals are themselves established financial institutions, but Athora is an insurance-focused investment fund (backed by a global alternative investment management firm).

K-water

Advising Nenskra, a special purpose vehicle of the Korean state owned company K-Water and the Georgian government, on its procurement process for the building of a dam in Georgia. A number of international financial institutions, including the European Investment Bank, are involved with regard to the financing of the project. The procurement process is therefore held in accordance with the principles of the EIB procurement guide.

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.

A multinational pharmaceutical corporation 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 a multinational financial institution.

A subsidiary of a global financial institution 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 a group of financial institutions as lead arrangers, of its investment in United Petfood Producers, a manufacturer of dry pet food with activities in Belgium, France and Poland.

A multinational financial institution 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.

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.

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.

A multinational technology company in connection with the EC’s investigation of its Android mobile operation system (including its appeal to the General Court in Luxembourg).

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.