NautaDutilh assists McDermott on its USD 6 billion combination with CB&I
On December 18, 2017, our client McDermott International, Inc. announced an agreement to acquire Chicago Bridge & Iron Company N.V.'s entire business in an all-stock transaction valued at approximately USD 6 billion. The combination creates a premier onshore-offshore company with a broad engineering, procurement, construction and installation service offering for the oil and gas industry, and is expected to generate annualized cost synergies of USD 250 million. with a global presence and market leading technology portfolio. The combined company will have a global presence and is expected to have annual revenues of approximately USD 10 billion. The transaction is expected to close in Q2-2018.
The combination involves an innovative series of transactions under Dutch law, including asset sales and a triangular merger, resulting in the sale of CB&I’s entire business, as well as an exchange offer - without minimum acceptance level - by McDermott in which CB&I’s shareholders can tender their shares. Both the sale and the exchange offer will result in the same consideration for CB&I’s shareholders.
Leo Groothuis, transaction lead partner: "Our clients announced three multibillion tender offers involving the Netherlands in one week: last week's EUR 21 billion acquisition of Westfield by Unibail-Rodamco, this weekend's EUR 4.6 billion offer by Thales for Gemalto and yesterday's USD 6 billion combination of McDermott with CB&I. We are proud to be the only law firm working on all three transactions, as it shows our clients' recognition of our dedication and high-end M&A capabilities. Each of the transactions includes tailor-made innovative features, using the flexibility that Dutch corporate law offers to meet the client's deal specific needs. It is rewarding to be at the center of innovation in collaborative efforts with global premier law firms."
Harm Kerstholt, transaction lead New York: "This transaction affirms our position as 'go to' BeNeLux firm for major US law firms when working on complex cross border transactions, with our New York office providing availability in our clients' time zone and a seamless gateway to our full service expertise in the Netherlands, Belgium and Luxembourg."