Kemperink Maarschalkerweerd Wouters

Firm Overview

Kemperink Maarschalkerweerd Wouters (KMW) is a distinctive Amsterdam-based boutique law firm focused exclusively on M&A and corporate governance. The firm holds a unique position among corporate boutique law firms in the Netherlands. Despite its focused size, KMW has established a strong presence in the high-end segment of the Dutch corporate and M&A market, advising on complex domestic and cross-border acquisitions, divestments and joint ventures involving both private and public companies. In addition, KMW has a strong track record in complex corporate governance matters for both privately held and listed companies. KMW operates on a one-stop-shop basis. The firm also represents clients in shareholder and joint-venture disputes, shareholder buy-out proceedings, M&A-related disputes and inquiry proceedings before the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal. Where required, the firm engages leading specialist advisers in adjacent areas of law, ensuring seamless service.

Over the years, KMW has established durable relationships with several leading foreign and international law firms, which regularly refer substantial and high-value M&A and corporate governance mandates to KMW. These repeated referrals reflect the firm’s exceptional capabilities and the consistently high quality of its work.

Corporate/M&A

KMW advises on the structuring, drafting and negotiation of M&A, joint venture and other corporate transactions, covering the full transaction lifecycle—from due diligence through signing and completion to post-completion integration. The firm has extensive experience handling transactions of varying size and complexity, acting for strategic parties and private equity firms alike. KMW also regularly acts as Dutch counsel to prominent foreign and international law firms in corporate and M&A matters.

KMW has particular expertise in transactions involving listed companies and advises on both friendly and unsolicited public takeover bids. Its services include drafting and negotiating transaction documentation and advising on takeover defences.

Recent Corporate/M&A work highlights include:

• Advised CVC as Dutch counsel on the entry into an agreement with dsm-firmenich to acquire its dsm-firmenich’s Animal Nutrition & and Health business for an enterprise value of about EUR 2.2 billion, which includes an earnout of up to EUR 0.5 billion.
• Advised Krones, listed on the Frankfurt Stock Exchange, on the acquisition of Can Systems Worldwide (CSW), a globally leading manufacturer and supplier of machinery for handling can ends – particularly for the automatic feeding, unwinding and unpacking of lid rolls.
• Advised QED Technologies International, a portfolio company of U.S. private equity firm Quad-C, in relation to the acquisition of Dutch United Instruments from Demcon.
• Advised Swedish-based Permascand, a portfolio company of Altor Equity Partners, on its acquisition of Magneto Special Anodes from NYSE-listed global water solutions company Xylem Inc.
• Advised Luxembourg-based Hameur as Dutch counsel in a transaction whereby French private equity firm Ardian acquired a majority stake in food processor and cooking accessories companies Robot Coupe and Magimix from Hameur.
• Advised Huaxin Cement as Dutch counsel on the acquisition of Lafarge Africa from Holcim Group, a multinational company listed on the Swiss Stock Exchange. Lafarge Africa is one of Nigeria’s largest cement businesses, with its shares traded on the Nigerian Stock Exchange.
• Advised Fast Fitness Japan, Inc. in acquiring a controlling share stake in Eighty 8 Health & Fitness B.V., the entity heading a group that holds the Master Franchisee Rights for Anytime Fitness in Germany.
• Advised Belgian private equity firm Cobepa on the acquisition of SmartSD, a leading B2B distributor of security solutions with headquarters in the Netherlands and operations in the Benelux and France.
• Advised SAPA S.p.A. on the acquisition of 100% of the share capital of Promens Zevenaar (the Netherlands) and Promens Rongu (Estonia) from Berry Global, Inc.
• Advised logistics service provider CB in an asset sale transaction whereby CB soild and transferred its transport activities, including personnel, to Tielbeke.
• Advised IX Zon on the sale of four ready to build solar parks located in the Netherlands to Chint Solar Europe, a leading player active in project development, financing, realization and operation of solar parks.

Corporate Governance and Board Advisory

The firm has a deep understanding of the dynamics between the various stakeholders in both privately held and publicly listed companies. This enables KMW to provide strategic and pragmatic guidance in sensitive and complex situations, combining diplomacy with decisiveness. KMW advises private and listed companies, as well as boards and senior executives, on the full range of corporate governance matters. This includes the design of governance structures, board composition and independence, board procedures, conflicts of interest, takeover defences, shareholder activism and regulatory compliance, including the Dutch Corporate Governance Code, the Market Abuse Regulation and EU corporate sustainability legislation.

KMW’s expertise and track record in corporate governance are widely regarded as unmatched among Dutch corporate boutique firms, enabling the firm to compete with—and be recognised as a peer of—the leading full-service law firms in the Netherlands.

Recent Corporate Governance work highlights include:

• Acting a permanent counsel to Stichting Continuïteit AMG, the defence foundation of Amsterdam Euronext listed global critical materials company AMG Critical Materials NV.
• Advising Blue Skies Group, a Dutch joint-venture entity whose shares are held on a 50%-50% basis by Schwarz Gruppe and a Dutch holding company, in a high-stake governance dispute between the two joint-venture partners. KMW also represents Blue Skies Group in the corresponding inquiry proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal.
• Advised Atradius Dutch State Business (ADSB), the Export Credit Agency for the Netherlands, on the financial restructuring of Royal IHC and the sale of IQIP. ADSB occupied in these matters a controlling position in the board of Stichting Continuïteit IHC, the sole shareholder of Royal IHC.
• Advised ING Bank on various aspects of corporate law and corporate governance in relation to its subsidiary Payvision.
• Advised the Special Committee of the Board of Directors of Nasdaq-listed Yandex, on a complex and novel restructuring of its corporate governance.
• Acted a permanent counsel to Stichting Continuïteit Ahold Delhaize, the defence foundation of Amsterdam Euronext listed food retail group Ahold Delhaize NV.
• Advised SkyTeam and its members (including Delta Airlines, Air France and KLM) on the development and implementation of its new governance model. SkyTeam is organized through a Dutch cooperative structure, with its world-wide headquarters in the Netherlands.
• Advised the supervisory board of Telegraaf Media Group, the leading Dutch media company, in the inquiry proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal relating to the competing public bids by Mediahuis/VP Exploitatie and Talpa.