Freshfields Bruckhaus Deringer has advised United Biscuits and its principal shareholders, Blackstone and PAI Partners, on the sale of United Biscuits to Yildiz Holding — which was represented by Linklaters and Yuksel Karkin Kucuk, the Turkish firm affiliated with DLA Piper. Taylor Wessing has also advised the management team of United Biscuits on the sale. YKK reports that the purchase price was USD 3 billion. United Biscuits was acquired by Blackstone and PAI Partners for more than USD 2.6 billion in 2006.
Yildiz fought off competition from Burton’s Biscuit Co. and Kellogg Co. to acquire United Biscuits, a leading manufacturer and marketer of cookies in the UK, which owns and operates 16 manufacturing facilities around Europe, has roots tracing back some 184 years. Yildiz — which also owns lker Biskuvi Sanayi and produces Godiva chocolates in Turkey — will pay for the acquisition within 10 days, Yildiz Chairman Murat Ulker said. Yildiz will use bank loans to pay 40 percent of the acquisition price while the remainder will be financed with existing shares.
Yildiz now becomes the third largest cookie-producer in the world. It will have a market of 100 countries with more than four billion potential customers after the acquisition. The company plans to grow in Latin America and Russia, the two big markets where Ulker and United Biscuits products aren’t yet sold. According to Cem Karakas, Yildiz’s Chief Financial Officer, once the brands are integrated, Yildiz will earn 75 percent of its cookie-unit income outside Turkey, compared to 40 percent now. The company is reportedly considering an initial public offering once the U.K. snack maker is integrated with its own cookie unit.
PAI Partners is a major European private equity firm, and the largest PW investor headquartered in France. It claims to be “one of Europe’s oldest and most experienced investors with its origins dating back to the original investment business of Paribas, which started operations in 1872.” The firm “manages and advises dedicated private equity funds with a total equity value of EUR 6.9 billion. Since 1994, PAI has led 55 buyout investments in 10 European countries, for a value of almost EUR 36 billion.”
Blackstone is an American multinational private equity, investment banking, alternative asset management and financial services corporation based in New York City. It was founded in 1985, and In 2007 it completed a USD 4 billion initial public offering to become one of the first major private equity firms to list shares in its management company on a public exchange. Blackstone is headquartered at 345 Park Avenue in New York City, with eight additional offices in the United States, as well as offices in London, Paris, Dusseldorf, Sydney, Tokyo, Hong Kong, Beijing, Shanghai, Madrid, Mumbai, and Dubai. As of 2011, Blackstone is the world’s fifth-largest private equity firm by committed capital.
In addition to Linklaters and YKK, Yildiz was advised by HSBC Holdings and Istanbul-based Unlu & Co. in the transaction while Deloitte advised on due diligence and tax matters.
In addition to Freshfields, Blackstone and PAI Partners were advised by Goldman Sachs Group and JP Morgan Chase & Co.
Freshfields corporate London-based Partner Sundeep Kapila, who led the firm’s team working on the deal, commented: “The deal reaffirms our view that the options available for premier assets remains strong. The continued attraction of the capital markets and interest from established strategic players as well as global financial investors means, with the right handling, opportunities are still firmly out there. Bringing together these two highly complementary businesses is a great result all round for United Biscuits and their shareholders.” Kapila was assisted by Freshfields Associate Chetan Sheth.
The Taylor Wessing team comprised of private equity Partners Emma Danks and Martin Winter, tax Partner Ann Casey, and private equity Associate Rachel Greenhalgh.
The Linklaters team leaders advising Yildiz on the deal were corporate Partners London-based Nick Garland and Warsaw-based Daniel Cousens and, on the finance side, London banking Partners John Tucker and Robert Burt. The YKK team was led by Cuneyt Yuksel, Managing Partner and Head of Corporate, and Associates Ahmet Ozturk and Ozlem Altay.
