London M&A group co-head Stephen Blackshaw led a Sidley team advising Heineken, in conjunction with Diageo, on a series of cross-border transactions as well as certain licensing agreements in Jamaica, Malaysia, Singapore and Ghana. The total net cash consideration was US$780.5 million. The transactions include:
* Diageo's sale of its 57.9% stake in Jamaican listed brewer Desnoes & Geddes Limited (D&G) to Heineken. D&G controls the Red Stripe and Dragon brands. This sale triggers the requirement for Heineken to make a mandatory public offer for the remaining shares in D&G in accordance with the Jamaican Takeover Code. If Heineken does purchase all of the remaining shares in D&G, then the total consideration payable by Heineken will increase by a further US$194 million. Sidley is also advising in connection with the mandatory public offer;
* Heineken taking full control of holding company GAPL Pte. Limited, a joint venture between Heineken and Diageo, which is the 51% shareholder in Malaysian listed Guinness Anchor Berhad and the licensee for Guinness and ABC Stout distribution for the Singapore market;
* Heineken selling its 20% stake in Ghanaian listed Guinness Ghana Breweries to Diageo; and Diageo and Heineken entering into licensing agreements for each other's brands in Jamaica and Ghana.
The London Corporate/M&A team consisted of partner Stephen Blackshaw with associates Christopher Allen and Daire Carr, visiting lawyer Ruediger Schmidt-Bendun and trainees Ben Shore, Jenny Watts and Alice Everley. London support included partners Patrick Harrison who advised on the competition law aspects, Will Smith who advised on tax aspects and William Long and associate Francesca Blythe who advised on privacy and IT related issues.