Taxation in Mergers and Acquisitions

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Taxation in Mergers and Acquisitions

Taxation in Mergers and Acquisitions

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If your company is involved in a merger or acquisition (M&A), including a move from private to public status, Dentons can add value by minimizing transaction taxes and creating optimal holding structures for your transaction.

Our global team of Tax lawyers draws on years of experience handling transactions and investments in the US, Canada, the UK, Europe, Confederation of Independent States, the Middle East, Latin America, Africa and Asia. No matter what goals your M&A activity is designed to achieve, Dentons will advise you on the most tax-efficient solutions to meet them.

Experience

A US-based biodefense company: Advising a US-based $400 million biodefense company, on tax and commercial issues in connection with its potential acquisition by a non-US acquiror.
Afinum Management GmbH: Advising on their investment in the British Overclockers Group. Afinum acquired Overclockers on behalf of its subsidiary Caseking Group, a leading German wholesaler and reseller of specialist PC components, accessories, and devices. With the acquisition of Overclockers Group, Caseking takes over a major British supplier with distribution structures across Europe. Our experienced private equity team in Frankfurt and London provided full-service advice to Afinum and Caseking on all legal, tax and structural aspects of the transaction.
AXA Investment Managers Private Equity Europe SA: Advising on the acquisition of a majority of shares in Competence Call Center Group (CCC) as well as on the structuring and financing of the transaction. This was AXA’s first commitment in the sector of call center and outsourcing services. The CCC Group, headquartered in Vienna and present in Austria, Germany, Turkey, Switzerland, Slovakia, and Romania, counts more than 2,000 employees and is a leading European company in this sector. Our private equity teams in Frankfurt, Bratislava, and Bucharest advised AXA on all relevant legal and tax structuring aspects of the transaction, working closely together with Vienna-based law firm Hausmaninger Kletter on aspects of Austrian law.
Berlinwasser International AG: Advising on the sale of their share in Berlinwasser China Holding Limited (BCH); BCH operates several wastewater disposal systems in China. The acquirer of the shares is the former majority shareholder Metito Utilities China Holding Limited. Berlinwasser International AG is a 100 percent subsidiary of Berlinwasser Holding AG, a company held by the federal province of Berlin as well as RWE and Veolia. The Dubai-based Metito is a leading provider of intelligent water management solutions in emerging markets.
Leading financial institution: Advising one of the leading financial institutions in the world, in a restructuring of approximately $600 million of debt and related swap obligations owed by a series of offshore single purpose vehicle maritime vessel-owning entities.
Multinational oil company: Advising on the sale of Natural Gas Liquids (NGL) business to Plains Midstream Canada ULC, a wholly owned subsidiary, for $1.67 billion. This is the most recent of several billion-dollar-plus transactions where Dentons has partnered with the oil company. The NGL business owns, operates and has contractual rights to assets that run the gamut of production and distribution functions, from extraction though to wholesale distribution of NGL products across Canada and in the Midwest United States. Among the assets, for example, are approximately 4,000 kilometers of pipeline systems and a storage capacity of 21 million barrels of NGLs.
Bridgewater Systems Corporation: Advising on its CA$211 million acquisition by Amdocs Limited by way of plan of arrangement.
Continental Wind Partners: Advising the investment fund on the sale of the first significant wind project in Romania to Czech-based CEZ, including liaising with the Romanian public authorities. Following this project, Dobrogea became the preferred location for renewable energy source (RES) investments in Romania.
Country Mutual Insurance Company: Advising a US-based property and casualty mutual insurance company on a capital markets reinsurance transaction. The matter involved the establishment of a Cayman Islands special purpose vehicle licensed as a reinsurer issuing $200 million of insurance-linked catastrophe bonds to investors.
Deutsche Sparkassen - und Giroverband (DSGV): Advising S-Finanzgruppe, represented by Deutsche Sparkassen - und Giroverband in connection with the acquisition of DekaBank. The German Savings Banks have taken on 50 percent of the stakes previously held by the Landesbanken (Federal State Banks) at a purchase price of €2.3 billion. Until then, the Savings Banks and the Landesbanken owned 50 percent each of DekaBank. The Savings Banks pay €1.3 billion of the purchase price. DekaBank repurchases shares from the Landesbanken for about €1.0 billion covered by its equity capital.
EQT Expansion Capital II / Roeser Group: Advising on the legal and tax aspects of the MBO and financing of Roeser Group and Roeser Group itself in the subsequent structuring and financing of two add-on acquisitions. Roeser Group is a leading provider of medical supplies and services for hospitals, with a product portfolio that covers products, processes, and services for 750 hospitals across Germany. The add-on acquisitions involved EHS Medizintechnik GmbH in Leinenfelden-Echterdingen and the entire operating business of Klingenfuss GmbH in Freiburg.
Global petrochemical company: Advising on the disposal of its UK petrol stations and distribution network.
Grant Forest Products Inc.: Acting as counsel on the CCAA and US Bankruptcy Court approved acquisition of its oriented strand board facilities in Ontario and South Carolina, US by Georgia-Pacific LLC for US$400 million.
Confidential client: Advising on the sale of an independent pharmacy banner business conducted by Drug Trading Company Limited and all of the shares of its independent franchise retail pharmaceutical business carried on by Medicine Shoppe Canada Inc. to McKesson Canada Corporation for CA$925 million.
Leading company in the rolling papers sector: Advising on the most efficient way from a tax point of view regarding the cross-border restructuring where the Spanish company sold its subsidiaries in Catalonia and Austria to a French company, cancelling the operations with the American headquarters. The team also advised on the implementation of the mentioned structure.
Multinational dairy products corporation: Advising and assisting the second largest dairy products group in the world and the second largest food products group in France on all tax aspects of its acquisition policy across Europe with special focus on the markets in Germany, France and Poland. Among the different specific services, our tax lawyers mainly focused on tax structuring work, an in-depth tax due diligence, financing schemes and Transfer Pricing schemes.
PSE Operator: Advising on the €120 million acquisition of a power interconnection between Poland and Sweden (SwePol Link) by PSE Operator (50 percent) and Svenska Krafnat (50 percent). The facilities consist of converter stations in Sternö (Karlshamn, Sweden) and Slupsk (Poland), as well as a submarine pole cable and return cables. The capacity of the link is 600 megawatts. The interconnection was initially operated by special purpose companies and following acquisition by PSE Operator and Svenska Krafnat became an inter-TSO project improving power grid stability in Poland and Scandinavia.
Total, SA: Advising in connection with the sale of its French solar energy subsidiary Tenesol to SunPower Corporation, a US company listed on the Nasdaq stock exchange, for US$165.4 million. Tenesol is a leader in the French market for large industrial and commercial solar installations, with operations in 18 countries and solar panel manufacturing facilities in France and South Africa.
US Gold Corporation: Advising on its acquisition of Minera Andes Inc. by plan of arrangement with a transaction value at the time of closing of approximately CA$1.4 billion for the combined company, which was renamed McEwen Mining Inc. This transaction was highlighted as a “Big Deal” in LEXPERT's April 2012 issue.
Global chain of health clubs: Advising on the structuring and tax aspects of the acquisition of the Esporta Health Clubs.
WestLB: Advising a major German bank on a spin-off transaction concerning a bank with €40 billion in assets and 400 employees and involving a €1 billion share capital increase half-contributed by a bank which we advised on tax and corporate structuring aspects. The spin-off will act as a service unit for the savings banks (Sparkassen) located in the state of Nordrhein-Westfalen. Hessische Landesbank will take over the shares in the spin-off. In order to fund the transaction, Hessische Landesbank went through an increase in share capital amounting to €1 billion. Part of the capital increase (€500 million) was contributed by Deutscher Sparkassen und Giroverband (DSGV), who we advised on the tax and corporate structuring of the transaction.

Recognition

International Tax Review recognizes Dentons among world's leading tax practices

October 23, 2023

Dentons’ global Tax practice was recognized as a leader across Europe, the Americas, Asia and Africa in the World Tax and World Transfer Pricing 2024 directories by International Tax Review (ITR).

Insights

Key Tax Novelties 2022

January 25, 2022

Ukraine: A brief overview of the key tax laws that came into force on January 1, 2022.

Key Tax Novelties 2022 (in Ukrainian)

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Ukraine: A brief overview of the key tax laws that came into force on January 1, 2022.

Ukraine introduces new law to attract significant foreign investment

March 2, 2021

Ukraine: On February 13, 2021, the Law of Ukraine No. 1116-IX “On State Support for Investment Projects with Significant Investments in Ukraine” dated December 17, 2020 entered into force.

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News and Events

Recent Press Releases

International Tax Review recognizes Dentons among world's leading tax practices

October 23, 2023

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Taxation in Mergers and Acquisitions

Taxation in Mergers and Acquisitions

Experience

Recognition

International Tax Review recognizes Dentons among world's leading tax practices