CMS Bureau Francis Lefebvre Lyon, supported by around ten European CMS-network member firms and a partner firm in the United States, was advisor to SBM Développement on tax, labour law, intellectual property, and corporate structuring issues, alongside Jakubowicz Mallet-Guy & Associés in charge of M&A issues, in connection with SBM’s acquisition of the international “Consumer Business” branch of Bayer’s Environmental Science division. SBM is a family-owned French group with long-standing expertise in approving, formulating and manufacturing products for agriculture and gardening.
The “Consumer Business” activity includes the sale of gardening and housekeeping products for the general public. Currently operated in Europe as “Bayer Garden” and in North America as “Bayer Advanced”, it will continue to be operated under these names after its acquisition by the SBM Group, which must be finalized in October 2016. This acquisition will enable the SBM Group to expand its activity internationally (in Europe and North America) and to triple its turnover. At the same time, the SBM Group will bring on board 250 Bayer “Consumer Business” branch employees currently working in fifteen countries.
SBM’s take over of this activity is made possible by the 5-year strategic partnership it entered into with Bayer. The transaction is being financed by a medium-term loan.
CMS’s teams in the various countries affected by the acquisition helped the SBM Group with due diligence and structuring the acquisition, and with resolving issues related to tax, labour law and intellectual property law.
Advisors on this transaction:
SBM Développement was advised by CMS Bureau Francis Lefebvre Lyon – with, in tax law and CMS team coordination Delphine Martin-Picod (partner) and Marie Caloine (lawyer), in labour law Guillaume Bossy (partner) and Aude Poirier (lawyer), and in intellectual property law Jean-Guillaume Monin (partner) and Solène Vilfeu (Counsel) – and by Jakubowicz Mallet Guy & Associés with Loïc Jeambrun (partner).
For foreign labour law issues, SBM Développement was also advised in Germany by CMS Hasche Sigle with Carsten Domke (partner), in the United Kingdom by CMS Cameron McKenna with Sarah Ozanne (partner) and Pranav Yajnik (lawyer), in Poland by CMS Cameron McKenna with Katarzyna Dulewicz (partner) and Przemyslaw Stobinski (lawyer), in Russia by CMS Russia with Christophe Huet (partner), in Italy by CMS Adonnino Ascoli & Cavasola Scamoni with Fabrizio Spagnolo (partner) and Barbara Patacchiola (lawyer), in Ukraine by CMS Cameron McKenna with Olga Belyakova (partner), in Spain by CMS Albiñana & Suárez de Lezo with Alfredo Aspra (partner) and Alejandro Gil Murillo (lawyer), in Belgium by CMS Derks Star Busman with Gael Chuffart (partner) and Loïc Delhaye (lawyer), in the Netherlands by CMS Derks Star Busman with Katja Van Kranenburg (partner), Tjeerd Hoekstra (lawyer) and Paulus Van den Bos (lawyer), in Norway by BDO Advokater AS with Knut Andreassen (partner) and Solveig Kristine Fosvold (lawyer), in Sweden by Cederquist with Robert Stromberg (partner) and in the United States by Erlabee Thompson with Douglas Duerr (lawyer).
Other advisors to the purchaser: legal: Jakubowicz Mallet-Guy & Associés (Loïc Jeambrun, Valérie Sauvageon); financial: Edmond de Rothschild Corporate Finance (M&A: Christian Menard, Vincent de Saint Sernin, Mohamed Rtel Bennani; Financing: Paul O’Mahony); financial due diligence: EY (Pascal Rhoumy, Emmanuel Ribière, Constance Hauville); Implementation of financing - SBM’s advisors: Nabarro & Hinge (Jonathan Nabarro, Pierre Chatelain, Anthony Minzière), Advisor of banking pool: De Pardieu Brocas Maffei (Christophe Gaillard, Sébastien Boullier de Branche, Margaux Guennec).
Advisors to the vendor: financial: Goldman Sachs; legal: Allen & Overy (Jean-Claude Rivalland, Romy Richter, Claire Toumieux)