Multi-Jurisdictional Maples Team Advise EverArc on $2 Billion Acquisition
Maples and Calder, the Maples Group’s law firm was pleased to advise EverArc Holdings Limited (“EverArc”) on the BVI and Luxembourg legal matters relating to EverArc’s entry into a definitive agreement with SK Invictus Holdings S.à.r.l. to acquire 100% of SK Invictus Intermediate S.à.r.l., the ultimate parent company of Perimeter Solutions, a leading global manufacturer of high-quality firefighting products and lubricant additives, in a transaction valued at approximately $2 billion, consisting of cash and preferred shares. A multi-jurisdictional team of lawyers based in the firm’s London and Luxembourg offices acted as BVI and Luxembourg counsel to EverArc on this transaction.
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The Boards of Directors of EverArc and the company have each approved the proposed transaction which is expected to close in Q4 2021 and is subject to customary conditions. Upon closing, EverArc will undertake a reorganisation pursuant to which it and the company will become the wholly owned subsidiaries of a newly formed Luxembourg company, Perimeter Solutions S.A. that will be listed on the NYSE further on.
The firm’s BVI team in London was led by Partner Matthew Gilbert and Of Counsel Joanna Russell and the team in Luxembourg was led by Corporate Partner Marjorie Allo, with Associate Timothee Gras and Tax Principal James O’Neal.
The Valence Group of Piper Sandler and Morgan Stanley & Co. LLC acted as financial advisors to EverArc and Greenberg Traurig LLP acted as English and US legal advisor.