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Mergers & Acquisitions

Belgium

Our success can be attributed to the assistance our M&A lawyers have given to hundreds of enterprises in relation to Belgian law aspects of both local and international mergers, acquisitions and sales of assets and shares, public takeovers, auctions, take privates and restructurings (from refinancing to insolvency proceedings) in virtually all business sectors. They have extensive experience in advising local and non-Belgian M&A players, including industrial companies, real estate investors, investment and commercial banks, financial advisers and public authorities. The deals we undertake are of all levels of complexity and scale. As business lawyers with a hard-working culture and a high degree of responsiveness, we are more than mere legal technicians to our clients. As a result, we have been exposed to the full range of Belgian and international issues purchasers and sellers encounter in an M&A transaction: we help to structure deals around legal and business risks and uncertainties.

A critical component of our practice is our acquisition finance capability. We have substantial experience in acquisition capital structures and in-depth knowledge of senior debt structures and more complex arrangements, such as vendor finance and hybrid capital structures (combining senior, second lien and mezzanine debt).

Range of services

Private M&A

  • Structuring the transaction
  • Transaction management
  • Negotiating confidentiality agreements and letters of intent
  • Support in auction proceedings and structuring the process
  • Performing due diligence exercises on behalf of both vendors and purchasers
  • Preparing the relevant transaction contracts and corporate decisions
  • Contract negotiations
  • Preparation for signing and closing
  • Assistance with post-closing activity

Distressed M&A

  • Sale and purchase of distressed assets, distressed debts and distressed companies
  • Purchase from the administrator
  • Realisation of distressed assets

Public M&A

  • Takeover bids
  • Acting in concert/insider trading
  • Integration
  • Squeeze-out (stock corporation law/takeover law)
  • Delisting
  • Advising management and supervisory boards

Focus

Transactions are the main focus of our corporate practice. Our M&A lawyers work seamlessly with experts from a range of other practice areas both within Belgium and internationally to deliver tailor-made advice from a single source.

Our Pan-European publications, such as the “CMS European M&A Study”, offering in-depth analysis of deal points across more than 2,000 M&A transactions from 2007 to 2015, and the “CMS Guide to Merger Control”, are a testament to the international cohesion of the CMS organization and our leading position as a provider of innovative legal advisory products.

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CMS is ‘quick on the ball’ in corporate and M&A-related matters.

Legal 500, 2017
CMS European M&A Study 2017
In geo­pol­it­ic­al terms, there has been noth­ing to com­pare with 2016 since the end of the Cold War. Neither Brexit nor the elec­tion of Pres­id­ent Trump was ex­pec­ted. The po­ten­tial im­pact of either event, let alone both, could reas­on­ably be an­ti­cip­ated to have giv­en rise to in­er­tia, con­fu­sion and un­cer­tainty. In fact, M&A has been re­mark­ably ro­bust.Al­though glob­al M&A value tumbled by 18% in 2016, the num­ber of deals re­mained con­stant. Over­all, 2016 was sim­il­ar in value and volume to 2014, a good year, but not as frothy as 2015. Re­mark­ably, Europe saw more deals than any oth­er re­gion in­clud­ing North Amer­ica.Des­pite the pre­vail­ing un­cer­tainty, there was a post-Brexit boom in the UK with for­eign ac­quirers tak­ing ad­vant­age of a much weak­er GBP. This in­flated European M&A fig­ures to such an ex­tent that Q4 was the best quarter for 2016. In­bound deals in­to Europe ex­ceeded the pre­vi­ous year by 36% in value terms.2017 presents more is­sues with polit­ic­al un­cer­tainty caused by French, Dutch and Ger­man elec­tions at a time when the UK has giv­en no­tice to leave the European Uni­on. North Amer­ic­an buy­ers may feel more in­clined to stay at home as they sense op­por­tun­it­ies in a newly pro­tec­ted and lower tax US en­vir­on­ment. Asi­an in­vestors, how­ever, re­main highly in­ter­ested in European tar­gets and the private equity in­dustry al­ways has an ex­ist­en­tial reas­on to pur­sue deal flow. Glob­al con­sol­id­a­tion in vari­ous in­dus­tries re­mains likely.European M&A will con­tin­ue to provide op­por­tun­it­ies.Our new CMS European M&A Study 2017 cov­ers over 3,200 deals and we fo­cus on the 443 CMS deals in 2016 and the 2,045 CMS deals in the peri­od 2010 – 2015 by way of com­par­is­on. We trust that the Study will as­sist you in your every­day M&A life.Or­der the com­plete CMS European M&A Study 2017 con­tain­ing 52 pages560340ht­tps://me­dia.cmsleg­al.com/me­dia/em­bed?key=1c7e08f36630e47aa170f773d4d1076c&unique_key=d4e8dff92bb8754995af9a3fa6f0f5b5&width=720&height=405&auto­play=false&auto­light­soff=false&loop=false&cleanal­wayseznode://499478
In­to the un­known: European M&A Out­look 2016
2016 has been dom­in­ated by the UK’s de­cision to leave the European Uni­on. With this in mind, our latest sur­vey of seni­or Europe-based ex­ec­ut­ives was taken once be­fore the 23 June, and then again with the same par­ti­cipants in the months after the Brexit vote. The res­ult is a unique con­trast of ex­pect­a­tions for European M&A pre- and post-ref­er­en­dum, as cor­por­ates and private equity firms wrestle with its con­sequences for their busi­nesses and deal­mak­ing pro­spects.The res­ults show that, in the af­ter­math of the Brexit vote, 66% of re­spond­ents be­lieved European M&A will be more muted over the next 12 months, com­pared to just 18% pre-ref­er­en­dum. Moreover, while only 23% of those sur­veyed be­fore 23 June felt less pos­it­ive about levels of European M&A activ­ity than they did in the pre­vi­ous year, after the vote 90% said they were less pos­it­ive about the European deal out­look.Yet this down­beat out­look is tempered by Mer­ger­mar­ket data for the third quarter of 2016, which shows only a mild slow­down in UK and European M&A. In­deed, the UK still tops the table in terms of deal volume and value for Europe, al­though nu­mer­ous oth­er mar­kets re­main at­tract­ive pro­spects for in­bound buy­ers. This in­cludes Ger­many’s large mar­ket and soph­ist­ic­ated man­u­fac­tur­ing base and the stable Nor­d­ic coun­tries.A po­ten­tial up­side of the Brexit vote for buy­ers is its ef­fect on the price of as­sets. Post-Brexit, 54% of re­spond­ents say that un­der­val­ued tar­gets will be one of the greatest buy-side drivers, com­pared with 39% be­fore the vote. Among cor­por­ates and private equity firms con­sid­er­ing ac­quis­i­tions, fa­vour­able prices are seen as a key mo­tiv­at­or by al­most nine in ten.Ex­ec­ut­ives sur­veyed also feel that cross-bor­der deals in­to Europe will in­crease in terms of both volume and value over the next 12 months. Al­most four-fifths an­ti­cip­ate more cross-bor­der M&A in­to Europe next year, while 61% think the value of these deals will in­crease. Buy­ers from North Amer­ica and China in par­tic­u­lar will look to snap up as­sets to fuel over­seas growth.Mean­while, tech­no­logy could prove the cata­lyst that sparks the M&A mar­ket in a post-Brexit Europe – the vast ma­jor­ity of re­spond­ents (80%) say that tech­no­logy or in­tel­lec­tu­al prop­erty would be the most im­port­ant as­pect of their next European M&A tar­get.To give you an op­por­tun­ity to learn more about the sur­vey find­ings and to join a Q&A ses­sion, CMS is host­ing a we­bin­ar on 3 Novem­ber 2016 at 16:00 CET to which you are cor­di­ally in­vited. Should you be in­ter­ested in at­tend­ing the on­line ses­sion, please re­gister un­der the fol­low­ing link: ht­tps://cms.law/en/INT/Events/We­bin­ar-European-M-A-Out­look-2016We hope you will find the European M&A Out­look re­port both in­ter­est­ing and com­ple­ment­ary to our an­nu­al CMS European M&A Study, the next edi­tion of which will be pub­lished in spring 2017. If you would like any ad­di­tion­al hard cop­ies of the M&A Out­look, or any fur­ther in­form­a­tion about our ser­vices, please con­tact Jan L. Hay ([email protected]), In­ter­na­tion­al Busi­ness De­vel­op­ment Man­ager at CMS.

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March 2020
CMS European M&A Study 2020
19/03/2020
CMS European M&A Study 2020: Seller re­mains king in Europe while in­dustry...
5/12/2019
CMS re­cog­nised for out­stand­ing M&A ad­vis­ory work
21/11/2019
CMS as­sisted French group Boulanger with the ac­quis­i­tion of Krëfel group
Sep 2019
CMS European M&A Out­look 2019
Storms brew­ing: European M&A Out­look 2019
05/09/2019
European M&A ex­ec­ut­ives cau­tious over deal­mak­ing pro­spects
European M&A Out­look 2019
March 2019
CMS European M&A Study 2019
27/03/2019
CMS European M&A Study 2019: Sellers set the agenda, des­pite mar­ket un­cer­tainty
28/02/2019
Cross-bor­der mer­gers with a UK com­pany post-Brexit
Bri­tain is sched­uled to leave the EU – with or without a form­al exit deal – on 29 March 2019. It is there­fore likely that, after that date, there will be sig­ni­fic­ant leg­al im­plic­a­tions for busi­nesses with UK com­pan­ies in Bel­gi­um, al­though the ac­tu­al im­pac
28/01/2019
Vir­ginie Frémat pro­moted to part­ner
10/01/2019
CMS Bel­gi­um as­sisted Or­aS­ure Tech­no­lo­gies in the ac­quis­i­tion of Nov­osanis...
01/10/2018
European M&A set to be­ne­fit from trade war