International law firm Ashurst is advising leading international waste-to-product company Shanks Group plc (Shanks) on its €482 million merger with Benelux recycler van Gansewinkel Groep (VGG). The deal will create a leading waste-to-product business in the Benelux region - one of the most advanced recycling markets in the world.
Under the terms of the agreement, Shanks will acquire the entire issued share capital of VGG, from Van Gansewinkel Netherlands and its ultimate beneficial shareholders for a total consideration of €482 million on a debt-free, cash-free basis. The consideration will be satisfied through a payment of approximately €286 million in cash and the issue of up to approximately 190 million new consideration shares, representing up to approximately 23.8% of the enlarged issued share capital of Shanks. The cash element of the consideration is being financed though new debt facilities and an equity issue of approximately £141 million (being a firm placing and a rights issue).
In view of the size of the transaction, the merger is a reverse takeover for listed Shanks and requires the approval of its shareholders. The merger remains conditional upon approval by both Shanks and Van Gansewinkel shareholders as well as antitrust clearance, all of which are expected by the end of December.
The Ashurst team was led by corporate partners Nick Williamson and James Wood, assisted by senior associate Tara Waters and Braeden Donnelly. Partner Nigel Ward advised on the banking aspects of the transaction, with partner Annick Vroninks advising on the competition aspects. Dutch law firm Houthoff Buruma jointly advised on M&A aspects and works council matters.
Commenting, Nick Williamson said:
"Shanks is a long standing client of Ashurst, with the firm having most recently advised Shanks as it became the first UK company to issue green bonds in Euros to retail investors. This is a very complex cross- border transaction requiring advice across multiple jurisdictions and practice areas within Ashurst. As a reverse takeover combined with a rights issue and a placing as well as entry into new debt facilities, this was also all achieved on an accelerated timetable."
