Stephen Meltzer is a partner in the Mergers and Acquisitions Practice and heads the International Trade Practice at Webber Wentzel. He has extensive experience in mergers and acquisitions including the regulatory environment governing them, such as the Securities Regulation Panel and the JSE Securities Exchange SA and its listing requirements. He has been involved in numerous acquisitions and mergers and corporate transactions and has considerable expertise in this area.
During the apartheid era, Stephen advised the South African Council of Churches and was a trustee of Bishop D.M. Tutu's Nobel Peace Prize Trust. Stephen was admitted to practice as an attorney in 1982. He obtained the degrees B.A., LLB and LLM.
Areas of expertise
Mergers and acquisitions
Cross border transactions
Stock exchange and bond exchange laws
Securities regulations
Capital markets
Banking and finance
Project finance
International trade including anti-dumping
Competition law
General corporate and commercial law
Top matters
Stephen's merger and acquisition experience includes the following transactions:
Advised AECI in 2011 of its Empowerment Transaction valued at approximately ZAR1,2 billion.
Acted for ABSA Bank in its full (front door) listing of its preference shares valued at approximately ZAR3 billion.
Acted for ABSA Capital as arranger, sponsor and joint bookrunners for the creation, issue and listing of 15 000 000 preference shares of ABIL valued at ZAR1,2 billion.
Johnnic Holdings Limited in its ZAR9 billion unbundling of its stake in MTN and (separately) in its ZAR1,5 billion unbundling of Johnnic Communications. As Johnnic has an American Depository Receipt Programme, the unbundling involved coordination with United States lawyers, namely Shearman & Sterling LLP.
FrontRange Limited (a company listed on the Johannesburg Stock Exchange) in the sale of its United States subsidiary (its major asset) for approximately ZAR1,2 billion. The transaction involved coordination with United States legal advisors, Holme Roberts & Owen LLP and O'Melveny & Myers LLP.
The Hatch Group (a Canadian company) in its acquisition of a division of BHP Billiton.
The Land and Agricultural Development Bank in the acquisition of OTK's loan book (value –approximately ZAR1 billion).
Lafarge South Africa (Proprietary) Limited in its acquisition of Blue Circle Limited (value ZAR1,5 billion).
Danone in its investment in Clover (value ZAR500 million).
The SBC Group in its purchase of JD Anderson (value – confidential).
Securicor in its acquisition of Gray (value – ZAR500 million).
Foskor Limited in its bid for a stake in listed company in India.
Lafarge South Africa (Proprietary) Limited – Restructuring of Cement Industry. Break up of joint ventures between Lafarge, Holcim and PPC.
Transnet – Establishment of SNO (Second Network Operator).
Citigroup – First Rand Limited Empowerment deal (ZAR7,9 billion).
First Africa Group Holdings – Afgri First Empowerment deal in farming sector (R500 million).
Johnnic Holdings Limited – Acquisition of Fabcos (ZAR500 million).
Johnnic Holdings Limited – Sale of MTN shares (ZAR1,3 billion).
Johnnic Holdings Limited in the hostile takeover by HCI Limited.
Advised The Cadillac Fairview Corporation Limited in its bid for Victora & Alfred Waterfront (over ZAR5 billion).
Advised Norlisk Nickel in its USD5,5 billion bid for Lionore Mining International Limited.
Advised Standard Bank Limited in its financing of the ZAR3,5 billion Impala Platinum empowerment transaction.
Advised Baxter Healthcare South Africa in its option to acquire Adcock Ingram Critical Care (Proprietary) Limited (value approximately ZAR3,5 billion rand).
Advised Pearson plc in its acquisition of 35% of the issued share capital in Maskew Miller Longman Holdings (Proprietary) Limited from Caxton and the formation of Pearson Southern Africa (approximate value ZAR1,5 billion).
Advised Barclays Bank plc in a loan agreement in respect of South Africa (details confidential) (approximate value ZAR15 billion).
Advised GlaxoSmithKline Services Unlimited in a corrobation agreement with Aspen Pharmacare Holdings Limited (approximate value ZAR4 billion).
Some of the bond issues, medium term note programmes and commercial paper issues in which Stephen has been involved includes the following:
The Land and Agricultural Bank in its ZAR2 billion bond issue.
Acting for the managers in Eskom Holding's Limited Euro Bond issue and its offshore listing (value EUR200 million).
Barclays Bank plc and The ECGD USD2.6 billion loan to the Republic of South Africa.
J.P. Morgan as Arrangers – Convertible Bond for Harmony Gold Mining Company and its offshore listing. First of its kind in South Africa (ZAR1,5 billion).
J.P. Morgan as Arrangers – Convertible Bond for Aveng and its offshore listing. Second of its kind in South Africa (ZAR1 billion).
Trade
Stephen is a recognised expert in the area of international trade. Selective representative clients include the Republic of China, Samsung, BHP Steel, Lafarge, Groupe Schneider, The Italian Tile Industry, Scaw Metals, South African Tyre Manufacturers, African Explosives Limited, Degussa and South Africa Poultry Association ("SAPA"). He has advised on a wide range of international matters including:
Scaw South Africa (Proprietary) Limited in its interim and sunset review of anti dumping duties on stranded wire, ropes and cables and in its current applications (including its Constitutional Court application);
Saint-Gobain Vidros SA in an anti-dumping investigation relating to chopped strand mats.
Evonik Industries in a safeguard investigation relating to lysine.
Blue Scope Steel Limited (formerly BHP Steel Limited) and its Malaysian subsidiary, involving flat sheet steel (a second investigation).
the Plastic Converters Association of South Africa, involving PET.
Degussa AG, involving feed supplements containing lysine imported from the US.
Hayes-Lemmerz-Ind Jant Samayi A.S, Maxion Componentes Estruturais LTDA (Brazil) and Borlem S.A. Empr. Industrials (Brazil), involving steel wheels imported from, Brazil and Turkey.
The Aluminium Extruders Association in an application for an increase in import duties.
South African Clothing and Textile Workers Union, in an application for an increase in import duties (instructed by Minister Patel when he was the general secretary of SACTWU).
Delta Electrical Industries Ltd, in an anti-dumping investigation instituted by the United States International Trade Commission against its South African Subsidiary, Delta EMD.
African Explosives Limited in an anti-dumping investigation relating to shocktubes originating from China, and in a successful court application against the South African International Trade Administration Commission, the Minister of Trade and Industry and the Minister of Finance.
Hulamin Operations (Pty) Ltd, in an application for an increase in import duties in respect of imports of rolled aluminium products.
Columbus Stainless in its successful defence of the anti-dumping investigation brought against it by the Brazil Stainless Steel Industry.
SAPA in its poultry anti-dumping application against Brazil and the complaint by Brazil against South Africa in the WTO and its application for a tariff increase on poultry.
SAPA and the glass industry in the Supreme Court Appeal concerning the termination of anti-dumping duties affecting various industries.Accolades
Highlighted as a 'legal expert' in the area of Corporate/M&A by Legal Experts – Europe, Middle East & Africa 2011 - 2013 a legal business report for Legal 500.
Recognised as a leader in the field of Corporate/M&A by Chambers Global 2007-2012.
Listed as a leading lawyer in the field of Mergers & Acquisitions by IFLR1000 – Guide to the World's Leading Financial Law Firms, 2009 and 2010 editions. In the 2011 edition he is described as "a solid and consistent performer".
Endorsed as an M&A Lawyer by PLC Which Lawyer? 2008, 2009, 2010, 2011 and 2012.
