Piers Prichard Jones

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) advises longstanding client Mars, Incorporated (‘Mars’), and its wholly owned indirect subsidiary Hive Bidco, Inc., on the recommended acquisition of Hotel Chocolat Group plc (‘Hotel Chocolat’), an AIM listed company. Mars is a leading global manufacturer of chocolate, chewing gum, mints, fruity confections, and other snacks, including brands like M&Ms, Snickers, Orbit, Extra, Kind, and Skittles that are enjoyed in more than 180 countries. Today, its UK business employs over 1,600 people across four UK sites in Slough, Plymouth, Maidenhead and London, manufacturing brands including Mars, Snickers, Galaxy, and Maltesers. Hotel Chocolat is a premium British chocolate maker with a strong and distinctive direct to consumer brand. The business was founded in 1993 by Angus Thirlwell and Peter Harris, and has traded under the Hotel Chocolat brand since 2003. The acquisition was announced on 16 November 2023 and is expected to close in the first quarter of 2024, subject to shareholder approval. The Freshfields team is being led by corporate partners Piers Prichard Jones and Victoria Sigeti, and senior associate Angus Scott, alongside associate Nikki Willson.

Nov 16

1 min

Global law firm Freshfields is advising BAE Systems plc on its strategic business joint venture with Leonardo and Japan Aircraft Industrial Enhancement Co Ltd (“JAIEC”) to form a new company to deliver the next generation combat aircraft under the Global Combat Air Programme (“GCAP”). The joint venture builds on the trilateral government, defence, and industrial cooperation between the UK, Japan, and Italy on GCAP since it was established in December 2022.  The new joint venture will be accountable for the design, development and delivery of the next generation combat aircraft (targeting a 2035 aircraft in-service date) and will remain the design authority for GCAP for the life of the product, which is expected to go out beyond 2070. BAE Systems, Leonardo, and JAIEC will each hold a 33.3% shareholding in the new joint venture, the incorporation of which is subject to regulatory approvals. The new joint venture will have operations and joint teams working in each of the partner nations. It will be headquartered in the UK, to ensure alignment and collaboration with the GCAP International Government Organisation (“GIGO”) which will also be headquartered in the UK. GCAP is a significant programme and, through effective knowledge and technology transfer, it will help to evolve and deliver important sovereign combat air capability in each nation. The Freshfields team advising BAE Systems includes partners Piers Prichard Jones, Giles Pratt and Alex Potter; senior associates Lucy Cliff and Zofia Aszendorf; and associates Yoel Gordon, Remony Vials, Jaymie Younger, Alastair Milne and Charlie Bouchier.

Dec 19

1 min

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising BAE Systems on Air Astana’s US$847 million initial public offering (IPO) of shares and global depositary receipts representing shares (GDRs) and their admissions to listing and trading on the London Stock Exchange, Astana International Exchange and Kazakhstan Stock Exchange. The IPO involved a global offer of GDRs to institutional investors and a domestic offer of shares and GDRs to retail and institutional investors in Kazakhstan, which included an issue of new shares by Air Astana, the sale of GDRs by BAE Systems and the sale of existing shares by Sovereign Wealth Fund Samruk-Kazyna. BAE Systems also provided a stock lending facility and over-allotment option (corresponding to an additional 15% of GDRs sold in the global offering) to Citigroup to conduct stabilisation transactions in accordance with applicable regulations. The IPO is part of a programme of economic reform designed to establish a free market economy through privatisation of government-owned enterprises in Kazakhstan. The IPO will provide free float and liquidity for Air Astana’s shares and GDRs, diversify Air Astana’s shareholder base with global institutional investors, provide proceeds to support Air Astana’s growth strategy, and allow Air Astana to gain access to the international capital markets. This was the first IPO and listing on the Main Market of the London Stock Exchange in 2024. The Freshfields team was led by counsel Richard Ho and partner Piers Prichard Jones and included teams advising on corporate, tax and regulatory issues.

Feb 9

1 min

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) advises long-standing client NYSE-listed GXO Logistics, Inc. (GXO) on its all-cash recommended public takeover offer for the entire issued share capital of Wincanton plc, which is proposed to be implemented by way of a UK scheme of arrangement following a competitive process. The offer was originally made on a unilateral basis which was subsequently recommended by the board. The acquisition is expected to close in mid-Q2 2024 and is conditional on the receipt of regulatory clearances and the requisite approval of the Wincanton shareholders. GXO is the largest pure-play contract logistics provider in the world and an innovator in the logistics industry, and is now independently listed on the New York Stock Exchange with a market capitalisation of US$6.2 billion. Wincanton plc is a leading British supply chain solutions company and provides business critical services including storage, handling and distribution; high volume eFulfilment; retailer ‘dark stores’; two-person home delivery; fleet and transport management; and network optimisation for many of the UK’s best-known companies. It is listed on the premium segment of the Main Market of the London Stock Exchange. The Freshfields team was led by partners Rhys Evans and Piers Prichard Jones and supported by partner Sebastian Fain.

Mar 8

1 min

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised Keysight Technologies on its all-cash recommended offer to acquire Spirent Communications PLC for a cash consideration of 199 pence per Spirent share. This values Spirent at approximately £1,158 million (US$ $1,463 million), on a fully diluted basis. Spirent shareholders will also be entitled to receive a special dividend of 2.5 pence per Spirent share, in lieu of any final dividend for the year ended 31 December 2023. Keysight is a leading technology company listed on the New York Stock Exchange with a market capitalisation of approximately $28bn. Keysight helps enterprises, service providers, and governments accelerate innovation to connect and secure the world by providing electronic design, emulation, and test solutions that are used in the design, simulation, manufacture, installation, optimisation, and secure operation of electronics systems in the communications, aerospace & defence, and industrial sectors. Spirent is a leading British multinational provider of automated test and assurance solutions for networks, cybersecurity, and positioning. It is listed on the Main Market of the London Stock Exchange. The transatlantic Freshfields team advising on the M&A side was led by Kate Cooper and Piers Prichard Jones from London, with support from Ethan Klingsberg and Joseph Halloum in the US. On the financing side, the team was led out of the US by Allison Liff, with support from Martin Hutchings and Haden Henderson in London.

Mar 28

1 min