Brits Bag Lead on Big Engineering Merger

, The Am Law Daily

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Magic Circle firms Linklaters and Freshfields Bruckhaus Deringer are advising on a $3.2 billion cash-and-stock takeover of Swiss oilfield services and power equipment maker Foster Wheeler by British engineering giant Amec.

The deal, which is expected to close in the second half of this year if approved by shareholders of both companies, would help London-based Amec bolster its position in Latin America. Completion of the merger—in which the combined companies would be valued at more than $8 billion—would also see Amec become publicly listed in the United States. (Nasdaq-listed Foster Wheeler’s operational headquarters are in Clinton, N.J.)

A Foster Wheeler spokesman returned an email sent to general counsel Michelle Davies confirming to The Am Law Daily that Freshfields has taken the lead for the company on its tentative merger to Amec. Davies was first named Foster Wheeler’s acting in-house legal chief in 2010, a year after the engineering and contracting firm changed the reincorporation of its group holding company from Bermuda to Baar, Switzerland, for tax purposes.

Freshfields M&A cochair Simon Marchant in London and U.S. corporate head Matthew Herman in New York are leading a team from the firm advising Foster Wheeler on its proposed sale to Amec. In a November feature story by The American Lawyer on how the U.K.’s top firms have struggled to break into New York–based market for high-end transactional work, the magazine noted that Freshfields has been the most successful in making the adjustment to doing business in North America.

Foster Wheeler has previously turned to Latham & Watkins for some corporate work—the firm advised the company last year on its acquisition of Mexico’s NorthAm Engineering for an undisclosed sum and $48.6 million sale of a waste-to-energy facility in Camden, N.J.—and U.S. Senate records show that K&L Gates has handled lobbying work for Foster Wheeler, most recently billing $40,000 to advise on clean coal issues in 2011.

For its part, Amec has turned to a team of lawyers from Freshfields’ Magic Circle rival Linklaters with regards to the company’s efforts to acquire Foster Wheeler.

Aedamar Comiskey, a Linklaters corporate partner in London, is leading a group that includes corporate and capital markets partner Thomas Shropshire, M&A partners Scott Sonnenblick and Shane Griffin, and corporate counsel Peter Cohen-Millstein. Comiskey and Griffin headed up a Linklaters team advising Amec last year on its $1.1 billion bid for British construction and engineering company Kentz Corp. Ltd., an offer that was eventually withdrawn in September. Alison Yapp has served as Amec’s general counsel since December 2012.

Reuters reported in December that a dearth of expertise and strong growth projections were making oil services engineering companies like Amec, Foster Wheeler and Kentz difficult takeover targets. The last major deal in the space was three years ago, when Aberdeen, Scotland–based Wood Group bought Scottish rival PSN for $955 million, a deal that landed roles for top U.K. firms Slaughter and May and McGrigors, according to our previous reports. (McGrigors merged with Pinsent Masons in 2012.)

Amec and Foster Wheeler still must negotiate a merger agreement for their proposed union, which will require the approval of regulators in the U.K. and other jurisdictions. Foster Wheeler has said publicly it will not solicit any alternative takeover proposals until Feb. 22 to allow time for such an agreement to be reached.

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