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Mergers & Acquisitions

Netherlands

M&A transactions are a core activity within our practice. We advise on a wide range of domestic and cross-border transactions such as acquisitions and disposals of privately owned companies involving shares or specific assets and liabilities, privatizations and spin-offs. But also on equity investments, joint ventures and strategic alliances, mergers and demergers, acquisitions of financially troubled companies and restructurings.

Our deal expertise is not limited to merely handling legal technical issues but extends also to managing the entire process through the various stages of the transaction, including the due diligence exercise, tax planning and structuring issues, contract negotiations and post completion integration. M&A transactions require considerable and well coordinated teamwork. Through CMS, we can provide extensive coverage of key markets and jurisdictions around the world. This allows us to field experts skilled in the various disciplines necessary to execute complex and challenging M&A transactions at home as well as in nearly every significant market worldwide.

Our integrated approach enables us to combine deal and corporate expertise with complementary areas of expertise such as domestic and international tax planning, structured finance, regulatory, executive compensation and employee co-determination rights, antitrust and competition and intellectual property.

CMS advises large domestic and international corporations as well as smaller businesses with distinctive growth scenarios. Furthermore we assist investment banks acting as financial advisers to purchasers, targets receivers and administrators of financially troubled companies and management teams.

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“They have the ability to develop solutions. Their integrity is very high.”

IFLR1000, 2019
June 2020
CMS Cor­por­ate / M&A Glob­al Bro­chure
A glob­al lead­er in Cor­por­ate / M&AWe ad­vise some of the world’s lead­ing com­pan­ies on mer­gers & ac­quis­i­tions, of­ten in chal­len­ging and cross-bor­der situ­ations. With more than 1,000 law­yers of­fer­ing best-in-class leg­al ex­pert­ise across 41 jur­is­dic­tions, we de­liv­er a seam­less cli­ent ex­per­i­ence and in­vari­ably re­ceive top rank­ings from in­dustry com­ment­at­ors in­clud­ing Bloomberg, Mer­ger­mar­ket and Thom­son Re­u­ters.
March 2019
CMS European M&A Study 2019
The CMS Cor­por­ate/M&A group is pleased to launch the el­ev­enth edi­tion of our European M&A Study. video560560ht­tps://me­dia.cmsleg­al.com/me­dia/em­bed?unique_key=bfd4ddebbe2c42442e25ca7daaa0c5d9&width=720&height=405&auto­play=false&auto­light­soff=false&loop=false&clean1This year’s Study re­flects data from 458 deals in 2018 on which CMS ad­vised. This is the largest num­ber of deals ever covered by the Study, now in its 11th year, which is re­flect­ive of CMS’s gain in mar­ket share and cor­res­pond­ing rise up the M&A league tables. In ana­lys­ing the 2018 mar­ket, we re­port on cur­rent mar­ket stand­ards on risk al­loc­a­tion in M&A deals, com­par­ing 2018 against 2017 and the pre­vi­ous eight-year av­er­age for 2010 – 2017.The spe­cial fea­tures of the Study are as fol­lows:CMS Trend In­dex – to il­lus­trate a cur­rent fact or trend for the par­tic­u­lar fea­ture re­por­ted on, com­par­ing the po­s­i­tion in 2018 with that of 2017 and / or the eight-year peri­od 2010 – 2017.CMS European / US risk al­loc­a­tion com­par­is­on – a head­line ana­lys­is of the dif­fer­ing risk al­loc­a­tion on stand­ard is­sues in European and US M&A.CMS European re­gion­al dif­fer­ences – we high­light cer­tain is­sues which are par­tic­u­lar to one or more of the six European re­gions covered.CMS deal size ana­lys­is – we ana­lysed our data against three dif­fer­ent deal val­ues: deals up to EUR 25m; EUR 25m to 100m and deals ex­ceed­ing EUR 100m.For the first time, the Study sought to eval­u­ate the main deal driver for each trans­ac­tion re­viewed. This is in ad­di­tion to ana­lys­is of the back­ground of the seller (mostly stra­tegic and fin­ance in­vestors but also a sub­stan­tial num­ber of in­di­vidu­als) and the buy­er (al­most ex­clus­ively stra­tegic and fin­ance in­vestors).The key find­ings of the Study in­clude:De­creased use of pur­chase price ad­just­ments (PPA) – around 44 per­cent of deals in­cluded a PPA com­pared with 48 per­cent in 2017. This rep­res­ents a not­able move­ment against the over­all trend in re­cent yearsSig­ni­fic­ant in­crease in the ap­plic­a­tion of locked box struc­tures – of the deals that did not in­volve a PPA, 59 per­cent used a locked box in 2018 which rep­res­ents a sig­ni­fic­ant in­crease over the 49 per­cent in 2017Earn-outs con­tin­ue to grow in pop­ular­ity – there was a two-per­cent­age point year on year in­crease in the use of earn-outs in 2018. A quarter of small and mid-cap deals now in­volve earn-outsA re­cord year for War­ranty & In­dem­nity (W&I) in­sur­ance –sellers are in­creas­ingly of­f­load­ing their war­ranty ex­pos­ure by pre-pack­aging a buy­er’s W&I policy. Nearly a third (30 per­cent) of deals val­ued over EUR 100m now in­volve this form of in­sur­anceWe trust that the CMS European M&A Study will as­sist you in your every­day M&A activ­it­ies. 560340ht­tps://form.jot­formeu.com/907841564583671
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9 June 2020
Im­pact of COV­ID-19 on European M&A activ­ity
The CMS Cor­por­ate/M&A Group teamed up with in­vest­ment bank Cred­it Suisse to ana­lyse the fin­an­cial and leg­al im­plic­a­tions of the COV­ID-19 pan­dem­ic on M&A trans­ac­tions in West­ern Europe.
19/05/2020
Im­pact of COV­ID-19 on M&A trans­ac­tions
11/05/2020
Can the COV­ID-19 crisis be con­sidered as an un­fore­seen cir­cum­stance in...
19/03/2020
CMS European M&A Study 2020
22 January 2020
CMS as­sists Mosa Meat B.V. in ac­ces­sion by in­vestors Nu­treco and Lower­car­bon...
21/11/2019
CMS ad­vised Arkance on the ac­quis­i­tion of Dutch-Bel­gian CAD de­veloper Greenock
08/11/2019
CMS ad­vises Arkance Sys­tems on the ac­quis­i­tion of CAD Ac­cent
Sep 2019
CMS European M&A Out­look 2019
Storms brew­ing: European M&A Out­look 2019
05/09/2019
M&A pro­spects in Europe are be­com­ing more dif­fi­cult
11/07/2019
CMS ad­vises High­lands Be­heer on the ac­quis­i­tion of NTS-Group
03/07/2019
CMS ad­vises Ren­dement Uit­gever­ij on the ac­quis­i­tion of Be­last­ing­Be­lan­gen
18/06/2019
CMS an­nounces rev­en­ues of EUR 1.36 bil­lion for 2018 and ap­points new chair­man