Mergers & Acquisitions

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.