Herbert Smith and Stibbe advise Canon on Océ acquisition

Herbert Smith and Stibbe have used their alliance to provide cross-jurisdictional legal advice to Canon on its bid for all of the shares in listed printing company, Océ. Together, Canon and Océ will be able to realise benefits from combined R&D, product mix and marketing. “The combined organisation provides us with access to a huge sales network in Asia as well as mutual cross-selling opportunities in Europe and the US,” said Rokus van Iperen, CEO of Océ.

Following completion of the transaction, Océ will become a division within Canon with headquarters in Venlo, the Netherlands. Settlement is yet to be determined, however, as the offer is only expected to commence in the first quarter of 2010 and completion is subject to various conditions.

The alliance between Herbert Smith and Stibbe allowed the firms to operate as one team. The joint M&A practice teams from across the alliance, which also includes German law firm Gleiss Lutz, work closely together on a regular basis on cross-border transactions. “In addition, there are also a number of challenges which present themselves during major cross-border transactions. A significant challenge when working across multiple jurisdictions is the cultural differences of parties,” said Robinson. “The alliance team is familiar with cultural nuances and worked to minimise any differences to focus parties on the legal issues rather than the differences in style of negotiations and business approach.”

Negotiations on this high-profile deal took place in both Amsterdam and Tokyo and the team utilised the time difference to their advantage. Stibbe provided local law advice during one time zone and the Tokyo team from Herbert Smith then supplemented the advice with on the ground face-to-face legal advice to Canon. Robinson was able to relay due diligence progress and results directly to Canon’s board members in Japanese.

This transaction is a good illustration of the current Japanese outbound M&A trend, said James Robinson, partner at Herbert Smith. Japanese companies are making the most of low market prices and the strength of the Japanese yen.

Lawyers from both firms worked together to advise on anti-trust issues and were able to effectively provide 24 hour advice on the EU filing. The lawyers met with the Commission in Brussels and collaborated on submissions and consultations. Although initial negotiations were lengthy, the team was still required to meet a tight deadline and managed to make EU and US filings on the day the deal was announced, which is unusual.

Herbert Smith will utilise the alliance network again to work on another instruction from Canon and also on a deal advising a major Japanese manufacturer on its business combination with a European counterpart.

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