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Slaughter and May, working as an integrated team with Arthur Cox and Davis Polk & Wardwell, is advising Greencore on a proposed merger with Northern Foods to create a leading food convenience group with combined annual sales of approximately £1.7 billion. The combined group will be called Essenta Foods.
Greencore and Northern Foods shareholders will, on a fully diluted basis, each hold approximately 50% of the enlarged share capital of Essenta Foods.
The merger, which was announced on 17 November 2010, will be effected under the European cross-border mergers regime. This is the first time that the Cross Border Merger Directive has been used for a merger under the UK City Code on Takeovers and Mergers.
The merger will be carried out as a 'merger by absorption' for the purposes of the relevant UK Cross-Border Mergers Regulations and a 'merger by acquisition' for the purposes of the relevant Irish Cross-Border Merger Regulations. Northern Foods' assets and liabilities will be transferred to Greencore by order of the Irish High Court and Northern Foods Shareholders will receive new Greencore shares. Greencore will be renamed Essenta Foods and its listing on the Irish Stock Exchange will be cancelled.
Essenta Foods will have a premium listing and be traded on the main market of the London Stock Exchange and will be domiciled and tax resident in Ireland. In due course it is expected that Essenta Foods will consider applying for a secondary listing on the Irish Stock Exchange.
Following discussions with FTSE, it is anticipated that Essenta Foods will be included in the FTSE UK Index Series as soon as the merger is completed.
Corporate: Jonathan Marks (partner), John Papanichola (partner), Timothy Persson (associate), Rob Coombes (associate), Andrew Sword (associate); Competition: Michael Rowe (partner), Louis Eggar (associate), Kerry O'Connell (associate); Financing: Philip Snell (partner), Leigh Kissick (associate); Tax: Tony Beare (partner), Max Mittasch (associate); Pensions and Employment: Sandeep Maudgil (partner), Jonathan Fenn (partner), Katy Band (associate)
Arthur Cox: Corporate: Eugene McCague (chairman), Brian O'Gorman (partner), Stephen Hegarty (partner), Stephen Ranalow (associate), John Barrett (associate); Financing: Grainne Hennessy (partner), Hilary Callanan (associate); Competition: Pat O'Brien (partner)
Davis Polk & Wardwell LLP: Jeffrey Oakes (partner), Jeffrey O'Brien (partner), Shane Tintle (associate)
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