mergers and acquisitions

Given the M&A Practice Group's experience and expertise we are able to deal with all aspects of mergers and acquisitions. The M&A Practice Group's work involves the representation of participants in merger and acquisition transactions in virtually all capacities - purchasers, sellers, financiers, financial advisers, directors and shareholders.

The services provided by the M&A Practice Group involve "friendly'" and contested transactions, public acquisitions, private equity transactions, joint ventures, unbundlings and other acquisitions and divestitures.

Mergers and acquisitions in South Africa generally involve one of the following transactions:

• The most common way to obtain control of a company in a recommended offer is through a scheme of arrangement.
• Where an offer is not recommended, a takeover offer may also be used to obtain control in a company.
• Control of a company may also be obtained by the bidder, or a vehicle set up for that purpose, purchasing the assets of the target company (sale of business). This type of transaction would normally have to be approved by a simple majority of the target company's shareholders in a general meeting.

The M&A Practice Group provides strategic merger and acquisition advice in a wide variety of sectors.

In most transactions we will project manage the entire transaction which includes conducting a legal due diligence investigation, negotiating on behalf of the client, providing strategic advice to directors, drafting the relevant takeover documentation and assisting the client with the implementation of the transaction from a legal point of view. However, our involvement in a transaction will depend on the specific needs of the client and the nature and size of the transaction.

We also advise on all aspects of the rules and listings requirements of the JSE Securities Exchange South Africa and the South African Securities Regulation Code and the rules of the Securities Regulation Panel. We also represent clients before the Securities Regulation Panel.

The M&A Practice Group is also able to provide advice on issues such as South African insider trading legislation and assist with all pre-bid aspects of the transaction including the drafting of announcements and the drafting of offer letters.

Joint ventures are often used to exploit potential synergies between parties. The M&A Practice Group has been involved in the formation and structuring of various joint venture arrangements to ensure harmonious operation of businesses to attain economic benefits for the joint venture partners.

The M&A Practice Group has also been involved and regularly advise on the acquisition and divestiture of state owned entities and can provide considerable assistance in such acquisitions and divestitures.