Ashurst is also advising AVEVA on its proposed c.US$3.5 billion rights issue which is being undertaken in order to raise part of the cash consideration needed by AVEVA to acquire OSIsoft, and its debt financing to raise the remaining balance of the cash consideration.
As part of the acquisition, AVEVA will issue consideration shares worth approximately US$0.6 billion, based on the current AVEVA share price, to a company majority owned by OSIsoft's founder, Dr J. Patrick Kennedy, who will be appointed as Chairman Emeritus of AVEVA following completion of the acquisition.
The acquisition debt financing has been arranged by Barclays, BNP Paribas and J.P. Morgan and comprises a US$3.6 billion debt bridge to equity facility, a US$900 million term loan facility and a £250 million revolving credit facility.
The acquisition to form the enlarged group will be classified as a Class 1 transaction for AVEVA under the FCA's Listing Rules and will require the approval of AVEVA's shareholders.
The Ashurst team is being led by corporate partner Karen Davies, supported by partner Stuart Rubin, counsel Ethan Perry, senior associate Hayley Gow, associates Jake Hadfield, James Powell, Viktoria Grohmann, Demi Pham, Colin Bugler, Krishna Parikh and Aaron Koh. Senior consultant Jeffrey Sultoon also advised.
Banking advice is being provided by partners Tim Rennie, Nicholas Moore, Michael Neary and Brenton Key, senior associates Darren Phelan, Briony Holcombe and Misha Daha and associates Chloe Abbott and Shafeen Janif. Counsel Nichola Shaw also advised.
Competition advice is being provided by partners Neil Cuninghame, Steven Vaz and Ross Zaurrini, assisted by senior associates Laura Carter, Tom Punton and Rowan Kendall and associate Natasha Gromof. Partners Bruce Macdonald and Rafael Baena also advised.
Incentives advice is being provided by senior consultant Nicholas Stretch and senior associate Rebecca Servian. Tax advice is being provided by partners Tim Gummer and Sharon Kim and associates Shayaan Zaraq Bari, Martin Voelker and Laura Burt. Commercial contracts advice is being provided by partner Chris Bates, associates Adam Eskdale, Aimi Gold and Tom Brookes and IP advice by senior associate Don McCombie. Counsel John Gordon is advising on pensions aspects.
Commenting on the deal, Karen Davies said:
"Having advised AVEVA on the combination with Schneider Electric in 2017, it was a pleasure to act for the group on yet another transformational deal. This was a great team effort and we are proud to have advised our longstanding client on this strategically significant transaction."
