J Sainsbury plc’s business combination with Asda Group Limited

Slaughter and May is advising Walmart Inc. on the proposed combination between J Sainsbury plc and Asda Group Limited, a wholly-owned subsidiary of Walmart, to create an enlarged business.

Following completion of the combination, both entities will retain their current names and will continue to operate both the Asda and Sainsbury brands in the UK.

To effect the combination, Sainsbury will issue to Walmart ordinary shares representing 42% of the post-transaction enlarged issued share capital of Sainsbury, comprising 29.9% voting ordinary shares and 12.1% non-voting ordinary convertible shares. Sainsbury will also pay £2.975 billion in cash to Walmart.

The transaction constitutes a reverse takeover for Sainsbury, so, in due course, an application will be made to the UKLA for the ordinary shares of Sainsbury to be re-admitted to the Official List of the UKLA and to trading on the main market for listed securities of the London Stock Exchange.

Slaughter and May is advising Walmart Inc. on the deal with a Corporate and Commercial team led by Sally Wokes (partner), Victoria MacDuff (partner, in picture), Nigel Boardman (partner), alongside Nick Johnston (associate), Natalie Cook (associate), Tom Fletcher (associate), Wallis Rushforth (associate), Matthew Carey (associate), Christina Sweeney-Baird (trainee) and Hector Penny (trainee); on Finance matters are acting Guy O’Keefe (partner) and Charlie McGarel-Groves (associate); on Tax area advising Steve Edge (partner), Orlaith Kane (associate) and Alicia Tan (associate); on Pensions and employment matters are acting Jonathan Fenn (partner), Charles Cameron (partner), Rebecca Carter (associate), Rosemary Nelson (associate); on IP/IT law are advising Cathy Connolly (partner), Laura Houston (associate), Matthew Harman (associate), Daniel Owen (associate); on Real Estate are acting Jane Edwarde (partner), Gemma Goddard (associate), Kate Shirlaw (associate); and on Financial Regulation aspects are advising Ben Kingsley (partner) and Kirsty Renshaw (associate).

 

Involved fees earner: Sally Wokes – Slaughter and May; Victoria MacDuff – Slaughter and May; Nigel Boardman – Slaughter and May; Natalie Cook – Slaughter and May; Nick Johnston – Slaughter and May; Thomas Fletcher – Slaughter and May; Wallis Rushforth – Slaughter and May; Matthew Carey – Slaughter and May; Christina Sweeney-Baird – Slaughter and May; Hector Penny – Slaughter and May; Charlie McGarel-Groves – Slaughter and May; Guy O’Keefe – Slaughter and May; Ben Kingsley – Slaughter and May; Kirsty Renshaw – Slaughter and May; Steve Edge – Slaughter and May; Orlaith Kane – Slaughter and May; Alicia Tan – Slaughter and May; Charles Cameron – Slaughter and May; Jonathan Fenn – Slaughter and May; Rebecca Carter – Slaughter and May; Rosemary Nelson – Slaughter and May; Laura Houston – Slaughter and May; Cathy Connolly – Slaughter and May; Matthew Harman – Slaughter and May; Daniel Owen – Slaughter and May; Jane Edwarde – Slaughter and May; Gemma Goddard – Slaughter and May; Kate Shirlaw – Slaughter and May;

Law Firms: Slaughter and May;

Clients: Walmart;