Client case studies

Read case studies on some of the recent high profile deals we’ve advised on.

Baker & McKenzie played a winning role in sportswear giant Nike’s first M&A transaction in the UK.

Nike launched an audacious bid for Umbro, the iconic English football brand, in October 2007. Baker & McKenzie won the mandate from Nike in a fiercely fought beauty parade against Magic Circle rivals. The transaction was played out against the backdrop of England’s dramatic failure to qualify for Euro 2008 and attracted much press coverage. Two issues stood out. First, there were significant competition law hurdles to overcome. Initial press speculation was that the deal could never be cleared. Despite this, Baker & McKenzie achieved first phase clearance in the UK and in the 10 other countries where clearance was required, and all within a tight Takeover Code timetable.

Secondly, there was a highly volatile situation with two major kit suppliers, Sports Direct and JJB, taking blocking shareholdings in Umbro. Again, press speculation was that Nike's offer was doomed, but Baker & McKenzie helped to engineer a dramatic turnaround by the two retailers as they swung behind the bid in its closing stages. As a result, Baker & McKenzie was able to close the transaction in March 2008 and snatch the prized Umbro diamond logo for Nike.

During 2007, Baker & McKenzie worked with American Standard Companies Inc. (American Standard) on the strategic global separation plan of its three businesses: vehicle control systems business, bath and kitchen business, and air conditioning systems and services.

The vehicle controls systems business was listed on the New York Stock Exchange as an independent company called WABCO and the bath and kitchens business was sold to a leading private equity firm for in excess of US$1 billion. The remaining air conditioning systems and services business, which generated revenues of US$6.8 billion in 2007 and has 29,000 employees, was renamed Trane Inc. and was recently acquired by Ingersoll Rand, another client of Baker & McKenzie.

The overall project was an US$8.4 billion deal involving over 600 Baker & McKenzie fee earners in more than 40 countries. The intellectual and operational challenges made this one of the most complex projects most of the lawyers involved have completed. However, our commercial mindset and pragmatic global approach ensured a successful transaction, delivered ahead of schedule, and a happy client.

The complexity came not only from the global coverage and the tight schedule, but also from the sheer number and types of transactions involved. Any of these, if missed or delayed, would have a knock-on effect on the 100-plus steps to follow.

To manage effectively all the different steps, we created a number of 100-page micro-step plans which were updated on an hourly basis to keep track of the constant changes and developments.

Our approach to our relationship with American Standard was another key factor in the success of the deal. We operated as an integral part of the client team and were in daily contact with the client, as well as with other advisers, developing innovative solutions that utilised the strengths and resources of the entire project team.

On completion, we conducted debriefs with 17 senior individuals at American Standard to understand how we met client needs and how we can develop our relationship to continue to meet them in the future.