Merlin Entertainments plc’s £4.77 Billion Recommended Cash Offer by Berkeley Bidco Limited

Clifford Chance, Kirkland & Ellis, Latham & Watkins, Ashurst, and Slaughter and May advised on the £4.77 billion recommended cash acquisition of Merlin Entertainments plc by Berkeley Bidco Limited, a newly formed company formed on behalf of the members of the Consortium and owned by joint offerors KIRKBI and Blackstone Core Equity Partners and CPPIB as a co-investor.

KIRKBI, the ultimate owner of LEGO Group, is the largest shareholder (50%) in the Consortium and currently a 29.58% shareholder in Merlin. It is the holding and investment company of the Kirk Kristiansen family, founded to promote a sustainable future for the family ownership of the LEGO® brand through generations.

Blackstone is one of the world’s leading investment firms. Blackstone seeks to create positive economic impact and long-term value for our investors, the companies in which it invests, and the communities in which it works.

CPPIB is a professional investment management organisation that invests the funds not needed by the CPP to pay current benefits in the best interests of 20 million contributors and beneficiaries.

Merlin operates over 130 attractions, 20 hotels and 6 holiday villages in 25 countries and across 4 continents including eight LEGOLAND® Parks. Merlin’s purpose is to deliver memorable experiences to 67 million guests around the world, through its iconic global and local brands, and the commitment and passion of its c.28,000 employees.

Clifford Chance LLP acted as legal adviser to KIRKBI and Bidco with a team led by London Corporate Partners Steven Fox (Picture) and Tim Lewis with private equity partner Simon Tinkler alongside senior associate Mary Bartle (M&A) and associates Olivia Higgs (M&A), Shimin Lee (PE), Tim Little (M&A) and Calvin Yang (PE). Partner Alex Nourry is leading the Clifford Chance antitrust team comprising senior associate Chandralekha Ghosh and associate Sabra Ferhat. Partners Nick Kinnersley and Peter Dahlen are advising on finance aspects. Partner Sonia Gilbert is providing incentives advice and partner Chinwe Odimba-Chapman and senior associate Francesca Baker are providing employment advice. Partner Matt Taylor is advising on real estate and partner Clare Hoxey and senior associate Matthew Preston are advising on the pensions aspects of the transaction.

Kirkland & Ellis International LLP acted as legal adviser to Blackstone and Bidco with a team led by London transactional partners David Holdsworth, David Higgins and Dipak Bhundia; debt finance partners Leon Daoud, Christopher Shield and Stephen Lucas; high yield partner Matthew Merkle and antitrust partner Mike Robert-Smith.

Latham & Watkins LLP acted as legal adviser to CPPIB.

Slaughter and May acted as legal adviser to Merlin with a team composed of Partners Steve Cooke, Rob Innes, Lisa Wright, Phil Linnard, Gareth Miles, associates Raghav Ghai, Chris Tolley, Sophie Madden, Jonathan Slade, Victoria Lang, Rosemary Nelson, Christian Davies, Jamshed Bilimoria and trainee Elissa Foord. Slaughter and May worked closely with Merlin’s general counsel, Matt Jowett.

Ashurst advised Lazard & Co., Limited, the sole financial adviser to Bidco, with a team led by partners Karen Davies and Tim Rennie, assisted by senior associate Darren Phelan, and associates Jake Hadfield and Louise Johnson.

Involved fees earner: Karen Davies – Ashurst; Jake Hadfield – Ashurst; Louise Johnson – Ashurst; Darren Phelan – Ashurst; Tim Rennie – Ashurst; Francesca Baker – Clifford Chance; Mary Bartle – Clifford Chance; Peter Dahlen – Clifford Chance; Sabra Ferhat – Clifford Chance; Steven Fox – Clifford Chance; Chandralekha Ghosh – Clifford Chance; Sonia Gilbert – Clifford Chance; Olivia Higgs – Clifford Chance; Clare Hoxey – Clifford Chance; Nick Kinnersley – Clifford Chance; Shimin Lee – Clifford Chance; Tim Lewis – Clifford Chance; Tim Little – Clifford Chance; Alex Nourry – Clifford Chance; Chinwe Odimba-Chapman – Clifford Chance; Matthew Preston – Clifford Chance; Matt Taylor – Clifford Chance; Simon Tinkler – Clifford Chance; Calvin Yang – Clifford Chance; Dipak Bhundia – Kirkland & Ellis; Leon Daoud – Kirkland & Ellis; David Higgins – Kirkland & Ellis; David Holdsworth – Kirkland & Ellis; Stephen Lucas – Kirkland & Ellis; Matthew Merkle – Kirkland & Ellis; Mike Robert-Smith – Kirkland & Ellis; Christopher Shield – Kirkland & Ellis; Jamshed Bilimoria – Slaughter and May; Steve Cooke – Slaughter and May; Christian Davies – Slaughter and May; Raghav Ghai – Slaughter and May; Robert Innes – Slaughter and May; Victoria Lang – Slaughter and May; Phil Linnard – Slaughter and May; Sophie Madden – Slaughter and May; Gareth Miles – Slaughter and May; Rosemary Nelson – Slaughter and May; Jonathan Slade – Slaughter and May; Chris Tolley – Slaughter and May; Lisa Wright – Slaughter and May;

Law Firms: Ashurst; Clifford Chance; Kirkland & Ellis; Slaughter and May;

Clients: Blackstone; Canada Pension Plan Investment Board; Kirkbi; Lazard; Merlin Entertainments Group Ltd;