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CMS advises RWS on proposed takeover of SDL

27 August 2020

International law firm CMS is advising RWS Holdings plc (RWS), one of the world's leading language, intellectual property support services and localisation providers, on the recommended all-share combination between RWS and SDL plc (SDL), a leading language translation and content management company. The proposed takeover comprises RWS’s acquisition of SDL’s entire issued and to be issued share capital and will be effected by means of a court-sanctioned scheme of arrangement between SDL and SDL Scheme Shareholders. The proposed takeover values SDL at £854 million and is the largest takeover of a UK listed technology business in 2020.

This strategic combination will create the world’s largest provider of language services and technology, delivering substantial benefits to the shareholders, customers, employees and other stakeholders of both RWS and SDL. Upon completion, the combined group will benefit from increased scale, superior capabilities and an expanded geographic footprint. The new combined group will be called RWS. 

Nick Crosbie, Corporate partner at CMS, comments: “Our long-standing client, RWS, has a proven track record of creating shareholder value through the successful integration of businesses and this strategic combination establishes RWS as the world’s leading language services and technology group. It is a pleasure to be assisting RWS on this milestone transaction which demonstrates CMS’s strong credentials when it comes to advising on complex, high-value deals involving world-leading companies.”

Richard Thompson, CEO of RWS, adds: “We have a long and well-established relationship with CMS and every confidence in the team’s ability to successfully advise on this important deal. The CMS team have adeptly managed every step of the process alongside our joint financial advisers and played an important role in enabling us to announce our proposed combination with SDL. The combined group will allow us to position ourselves as the world’s leading language services and technology group, providing a broader and enhanced offer to an expanded client base.”

The CMS team is led by Corporate partners Nick Crosbie and Jack Shepherd, and includes senior associate Philippa Chatterton, associates Jennifer Gray, Jennifer Tambe and Sarah Mathieson, trainee solicitor Nana Donkor and paralegals Zoe Loftus-Bell, Alanna Fockler and Rebecca Gallagher (all Corporate); partners Caroline Hobson and Russell Hoare, of counsel John Markham and associate Jonathan Carter-Lewis (all Competition); and partner Andrew Quayle, of counsel Sarah McMaster and associate Jasleen Kaur (all Share Incentives). CMS Germany and CMS Russia are also offering RWS competition advice for those territories. 

Internationally, CMS’s Corporate team comprises more than 1,000 lawyers across 72 offices worldwide, with 70 partners and over 250 lawyers based in the UK. In 2019, Mergermarket named the firm mid-market legal adviser of the year (for deals up to £1bn) in their annual European M&A awards, and Bloomberg ranked CMS #1 for M&A in both the UK and in Europe.

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