CC, Hogan Lovells act on Unilever's $44bn condiments mega-merger

Clifford Chance and Hogan Lovells have landed roles on Unilever’s $44.8 billion combination of its food business with US-listed McCormick, in a deal that will reshape the global condiments market.

The deal will see Unilever merge the bulk of its food division - including brands such as Hellmann’s, Maille and Marmite - with McCormick, the New York-listed spice maker behind products like French’s mustard.

The combined business will create a global player spanning seasonings, sauces and condiments, with Unilever and its shareholders retaining a 65% stake.

The deal will be executed through a Reverse Morris Trust, a tax-efficient structure commonly seen in the US that allows companies to spin off and merge assets without triggering a federal income tax charge.

Strategically, the move continues Unilever’s push to streamline its portfolio. The Anglo-Dutch group has been shifting focus towards higher-growth areas such as beauty, personal care and home products, following last year’s spin-off of its ice cream business in a transaction led by Linklaters.

For McCormick, the deal is transformational. Despite being significantly smaller, it will combine its operations with a business that generates roughly double its sales.

Advising

Clifford Chance is advising Unilever alongside Wachtell. The Clifford Chance team is led by London corporate partners Melissa Fogarty and Dominic Ross. New York corporate partners Ben Roth and Jenna Levine are leading for Wachtell.

McCormick is being advised by Cleary and Hogan Lovells. Cleary’s M&A team is led by New York partners Glenn McGrory and Charles Allen. The wider team spans tax, antitrust, financing, capital markets, IP and regulatory matters.

Hogan Lovells’ team is led by London M&A partners Tom Brassington and Caitlin Weeks, with support from antitrust partner Alice Wallace-Wright and tax partner Philip Harle.