Cross-border case study: Standard Chartered acquisition of American Express Bank
On 29 February 2008, Slaughter and May client Standard Chartered completed its acquisition of American Express Bank ("AEB"), a leading international bank present in more than 74 locations in 47 countries.
The total cash consideration for the acquisition was approximately US$823 million. Standard Chartered is listed on both the London Stock Exchange and the Hong Kong Stock Exchange and is consistently ranked among the top 25 companies in the FTSE-100 by market capitalisation. Slaughter and May has advised the company on a broad range of legal matters for over 25 years.
The sale of AEB was conducted by way of an auction process. Following an intensive due diligence exercise, Slaughter and May worked closely with Standard Chartered in devising a successful bid proposal, which included the restructuring of the acquisition of certain assets (by way of a put and call option) in order both to meet the seller’s commercial objectives and achieve the desired regulatory treatment for Standard Chartered.
The detailed terms of the transaction, which were governed by New York law, then had to be negotiated within a compressed timetable. Working as an integrated team with Standard Chartered’s US legal advisers, Slaughter and May was able to offer prompt and effective solutions to complex legal issues arising from negotiations and to ensure that the resulting documentation was compliant with both the UK and Hong Kong listing regimes.
The transaction involved lawyers from various specialities within Slaughter and May including corporate, tax, regulatory, pensions and employment, competition and commercial real estate. Slaughter and May also coordinated and delivered advice from local counsel in approximately 47 jurisdictions on matters ranging from regulatory approvals to employee consultations.
Standard Chartered’s acquisition of AEB was funded by the issue of notes under Standard Chartered’s ongoing US$15 billion debt issuance programme. Slaughter and May’s corporate team advised on both the issue of the notes and also the update and maintenance of the debt issuance programme.
