DS Smith plc’s acquisition of Papeles y Cartones de Europa, S.A. (Europac)

Slaughter and May is advising DS Smith plc, a leading international packaging business, on the proposed acquisition of Papeles y Cartones de Europa, S.A., known as “Europac”, a leading Western European integrated packaging business.

The Acquisition was announced on 4 June 2018 and will be structured by way of voluntary cash tender offer for the entire share capital of Europac, listed on the stock markets of Madrid and Barcelona. The offer price of €16.80 per share values Europac at €1,667 million (£1,453 million).

DS Smith intends to finance the Acquisition from a rights issue to raise approximately £1,000 million (c.€1,148 million) net of expenses, which has been fully underwritten on a standby basis, and a new committed debt facility of €740 million (c.£645 million). DS Smith expects to publish a circular, including the notice of general meeting, and prospectus launching the rights issue at the time of the announcement of its full year results in June 2018. Subject to the satisfaction of the conditions to the Acquisition, including the receipt of regulatory approvals, the Acquisition is anticipated to complete during Q4 2018.

Slaughter and May is supporting the in-house legal team at DS Smith, led by Iain Simm (General Counsel and Company Secretary), and working as an integrated team with Pérez-Llorca, which is advising in relation to the Spanish law aspects of the Acquisition.

The Slaughter and May team is led by Andy Ryde (partner, in picture) and Filippo de Falco (partner), Francesca Harris (associate), Daniel Whitelock (associate), Greg James (associate), Robin Culshaw (associate); Financing: Oliver Storey (partner), Charlotte Ferard (associate), Jennifer Nice (associate); Competition: Bertrand Louveaux (partner), Anna Lyle-Smythe (partner), Murray Reeve (associate), Zsolt Vertessy (associate), Alicia De Bruyn (associate); Tax: Michael Lane (partner), Tanja Velling (associate), Charles Osborne (associate); Employment: Philip Linnard (partner), Christian Davies (associate)

Pérez-Llorca is advising on the deal with a team led by Pedro Pérez-Llorca (partner), Javier Carvajal (partner), Javier Gómez (partner), alongside Isabel Moya (associate), Jaime de Blas (associate) and Francisco García (associate).

Involved fees earner: Pedro Pérez-Llorca – Perez-Llorca; Javier Carvajal – Perez-Llorca; Javier Gómez – Perez-Llorca; Francisco García – Perez-Llorca; Isabel Moya – Perez-Llorca; Jaime de Blas – Perez-Llorca; Andy Ryde – Slaughter and May; Filippo de Falco – Slaughter and May; Francesca Harris – Slaughter and May; Daniel Whitelock – Slaughter and May; Greg James – Slaughter and May; Robin Culshaw – Slaughter and May; Oliver Storey – Slaughter and May; Charlotte Ferard – Slaughter and May; Jennifer Nice – Slaughter and May; Bertrand Louveaux – Slaughter and May; Anna Lyle-Smythe – Slaughter and May; Murray Reeve – Slaughter and May; Zsolt Vertessy – Slaughter and May; Alicia De Bruyn – Slaughter and May; Michael Lane – Slaughter and May; Tanja Velling – Slaughter and May; Charles Osborne – Slaughter and May; Philip Linnard – Slaughter and May; Christian Davies – Slaughter and May;

Law Firms: Perez-Llorca; Slaughter and May;

Clients: DS Smith;