Multinational medical equipment and services company Owens & Minor has just completed its acquisition of Halyard Health’s Surgical & Infection Prevention (S&IP) for USD 710 million with the aim of expanding its portfolio of healthcare solutions.
This complex and layered transaction involved legal operations across 16 jurisdictions. Owens & Minor used the services of Simpson Thacher & Bartlett LLP as its lead counsel on a global scale, while Eversheds Sutherland LLP led in performing due diligence exercises in the 16 jurisdictions, including the United Kingdom, France, Belgium, the Netherlands, China, Germany, Singapore, Ireland and South Africa. Eversheds Sutherland LLP also acted as a lead counsel in Thailand.
Owens & Minor was also represented by Basham, Ringe and Correa S.C. in Mexico; by Azevedo Sette Advogados in Brazil; BLP in Honduras; DFDL Legal & Tax in Thailand, and Hyman, Phelps & McNamara, PC, in Washington DC.
The DFDL Thailand team involved in the transaction consisted of Kraisorn Rueangkul (Partner) and Panida Agkavikai (Legal Adviser). DFDL advised on all aspects of the Thai law-related issues relevant to the transaction, including:
- Corporate authorizations/approvals for the transaction;
- Advice and preparation on all documents for the closing including share transfer instruments and updates and amendments to corporate documents;
- Limited due diligence on corporate issues, assets, real estate, environment, employment, litigation, licenses and permits;
- Tax and fees applicable to the transaction; and
- Advice on the dividend distribution arrangement from the operating company to the parent company, post-transaction.