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Morrison & Foerster Advises Tate & Lyle PLC on Acquisition of Stevia Sweetener Solutions Business Sweet Green Fields

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Morrison & Foerster advised LSE-listed Tate & Lyle PLC (Tate & Lyle), a leading global provider of food and beverage ingredients and solutions, on its acquisition of Sweet Green Fields (SGF), a leading global stevia solutions business.

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Morrison & Foerster advised LSE-listed Tate & Lyle PLC (Tate & Lyle), a leading global provider of food and beverage ingredients and solutions, on its acquisition of Sweet Green Fields (SGF), a leading global stevia solutions business.The acquisition strengthens Tate & Lyle’s position as a leading provider of innovative sweetener solutions with the capabilities to create foods and beverages that are lower in sugar and calories and with cleaner labels for customers around the world. The acquisition also extends Tate & Lyle’s presence in the rapidly developing Asia Pacific region with dedicated stevia production and research and development facilities located in Anji, China.The transaction was announced on December 1, 2020.Morrison & Foerster is widely recognized as one of the world’s leading law firms for food, agriculture, and ag-tech M&A transactions, including being “Top Ranked” in the space by legal directory Chambers Global.The MoFo deal team was led by London Corporate partner Andrew Boyd. The global deal team included Shanghai Corporate partner Chuan Sun; Hong Kong Tax partner Matthew Lau; Boston Corporate associate Leo Martin; San Francisco Corporate associates Amy Chen and Olga Terets; London Corporate associates Patrick Barrett and Nishita Vasan; Shanghai Corporate associates Tian Zhou and Sarah Wang, and Corporate consultant Huijun Zhang; Beijing Corporate senior consultant Xuezi Dan; and Hong Kong Corporate of counsel Catherine Liu and associates Katrina Tsoi and Julia Lee.Read more about the transaction in Tate & Lyle’s <a target="_blank" href="https://www.tateandlyle.com/news/tate-lyle-acquires-sweet-green-fields">press release</a>.

Morrison & Foerster Advises Tate & Lyle PLC on Acquisition of Stevia Sweetener Solutions Business Sweet Green Fields

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Andrew Boyd is an M&A partner based in the London office. He specializes in advising on strategic cross-border mergers and acquisitions, private equity and joint venture transactions with particular expertise advising clients in the technology and food/ag sectors.Andrew regularly represents, among other clients, Uber, Visa, SoftBank, Tate & Lyle plc, Unity Technologies, Toshiba and SoundCloud.Andrew is recommended for M&A and private equity by legal directories including Legal 500 and IFLR1000 and is noted for his ability to “speedily assimilate difficult concepts and come up with meaningful, deliverable action plans that fulfil the commercial objectives”. Clients note that “Andrew knows exactly when and where to get involved …a good person to send in when we need a different voice…he gets to the nub of the issue very, very quickly and with great clarity…” and “Andrew Boyd is fantastic; pragmatic, tons of expertise, and a joy to work with.” Legal 500 2022.Andrew is co-Managing Partner of the London office and sits on the firm’s global Partnership Selection committee and was previously a member of the firm’s global Pro Bono committee.

Andrew Boyd

Managing Partner, London

Chuan focuses his practice on cross-border M&A transactions; sophisticated technology, media, and telecom (TMT) transactions; and complex IP/commercial matters across Greater China.With 19 years of experience in both Asia and the U.S., Chuan regularly advises multinational corporations, state-owned enterprises, private companies, and PE/VC firms in complex cross-border M&A transactions, joint ventures, strategic alliances, and business separation transactions.Chuan also has significant experience in strategic corporate-commercial and technology transactions, including outsourcing, manufacturing, distribution, supply and franchising arrangements, and IP licensing arrangements across multiple industries. His TMT and IP regulatory experience includes telecommunications, e-commerce, internet, cyber security, data privacy, cloud computing, as well as telematics.Prior to joining MoFo, he worked in the Hong Kong office of a Magic Circle firm and the Chicago office of another leading international firm.Chuan co-authored the Hong Kong & mainland China chapters of Getting the Deal Through – Telecoms and Media, 2014, 2015 & 2016; the Hong Kong & mainland China chapters of Getting the Deal Through: Market Intelligence – Telecoms and Media, 2015; and the Hong Kong chapter of Sourcing World 2nd Edition 2015.Chuan is fluent in Mandarin and English.“Chuan Sun has a wealth of knowledge on his clients’ existing products and services offerings and a good understanding of what terms they are or are not willing to accept. This helps tremendously with contract negotiations.”“Chuan Sun has extensive experience in the technology space. Many other competitor firms in the technology space are not really pure IT lawyers, as they are more focus on privacy and trade marks or other related fields, as opposed to technology contracts such as SAP or Microsoft software license agreements. A normal general commercial lawyer would not be able to identify the same issues or raise the right questions, as they are not equipped with the technology know-how of the products and services, their benefits, and general industry standard terms and trending patterns in the market.” Legal 500 Asia Pacific 2020

孙川律师的执业领域集中在大中华区的跨境并购交易，复杂的技术、媒体和电信(TMT)交易以及复杂的知识产权/商务事宜。孙律师在亚洲和美国有19年工作经验，他经常代理跨国公司、国有企业、私人企业和私募股权/风险投资机构处理复杂的跨境并购交易、合资、战略联盟和业务拆分等交易。孙律师在战略性的公司商务和技术交易方面也拥有极为丰富的经验，包括外包、制造、分销、供应与特许经营安排，以及跨行业知识产权许可安排等。他在TMT和知识产权监管方面的经验包括电信、电子商务、互联网、网络安全、数据隐私、云计算以及车联网。在加入美富前，孙律师在一家 “魔法圈”律所(Magic Circle)的香港办事处和另一家领先的国际律所的芝加哥办事处工作。孙律师与他人合著了2014，2015和2016版《让交易推进下去––电信与媒体》(Getting the Deal Through – Telecoms and Media)中的香港和中国大陆章节，2015年版《让交易推进下去：市场情报––电信与媒体》(Getting the Deal Through: Market Intelligence – Telecoms and Media)中的香港和中国大陆章节，以及2015年《采购世界》第二版(Sourcing World 2nd Edition)的香港章节。2018年《亚太法律500强》指出“孙川律师十分高效、负责和实际。他非常擅长处理IT协议，包括软件许可和IT采购合同的相关事宜。他也十分善于处理跨境TMT交易。”孙律师精通普通话和英语。

Chuan Sun

Partner

Matthew’s practice focuses on the tax structuring of cross–border M&A transactions and corporate reorganizations, particularly involving the United States, China, Japan, and the rest of the Asia–Pacific region. He also regularly advises U.S. and Asia–based fund sponsors and institutional investors on tax issues related to the formation of, and investments in, private equity funds, venture capital funds, real estate funds, and other co–investment vehicles and alternative investment products.Matthew also has extensive experience advising leading insurers on warranty and indemnity policies for M&A transactions in Asia and the United States. He has represented multinational corporations and funds in transactions across more than 30 jurisdictions. Matthew advises clients from a wide range of industries, including consumer, energy, health care, media, natural resources, real estate, technology, and telecommunications.Matthew is a Registered Foreign Lawyer with the Law Society of Hong Kong.While at Columbia Law School, Matthew was a three–year Harlan Fiske Stone Scholar.

刘恩安 (Matthew Lau) 律师的业务重点为跨境并购交易和公司重组的税务规划，特别是在美国、中国、日本以及其他亚太地区的相关业务。他还经常就设立和投资私募股权基金、风险投资基金、房地产基金、其他联合投资工具和另类投资产品所涉及的税务问题，向美国和亚洲的基金发起人和机构投资者提供咨询。刘律师在代表领先的保险公司处理亚洲和美国的并购交易的保证和赔偿政策方面也拥有丰富的经验。他曾代表多家跨国公司和基金在30多个司法管辖区处理交易。刘律师的客户涉及多个行业，包括消费品、能源、医疗保健、传媒、天然资源、房地产、科技和电讯等。刘律师是香港律师会注册外地律师。在哥伦比亚大学法学院就读期间，刘律师连续三年获得哈伦•菲斯克•斯通奖学金。

Matthew Lau

Leo Martin is a corporate associate in the Boston office of Morrison Foerster.Mr. Martin’s practice focuses on public and private M&A, including acquisitions, minority investments, joint ventures and other transactions. Mr. Martin also has experience in venture financings and assisting clients in general corporate matters. Prior to joining Morrison & Foerster in Boston, Mr. Martin spent a significant amount of time in the firm’s Tokyo office, where he worked on a variety of complex cross-border transactions.Mr. Martin earned his J.D. from Fordham University School of Law and his B.A. from Columbia College at Columbia University. While in law school, Mr. Martin studied for one semester at Waseda University in Tokyo.

Leo Martin

Associate

Amy advises on corporate and transactional matters with a special focus on domestic and cross-border mergers and acquisitions, joint ventures and other corporate transactions.Her clients have included U.S. and global public and private companies in a wide range of industries including technology, financial services, consumer products, healthcare, life sciences, insurance and private equity. She has worked on a number of complex cross-border transactions in the UK, Europe, Asia and Australia.Prior to joining Morrison Foerster, Amy was Senior Legal Counsel at MILVIK BIMA, a fintech provider of micro-insurance and telehealth solutions, where she helped them navigate the complex regulatory landscapes of emerging markets across Asia, Africa and Latin America. She also served as Senior Legal Counsel at Aviva plc in London, where she advised on a range of corporate and M&A matters, and supported their corporate venture fund focused on technology investments.Amy was also previously a corporate associate at another international law firm in London, where she advised on corporate and cross-border M&A matters.She earned her law degree at the University of Sydney in Australia, and is qualified as an attorney in New York and a solicitor in England & Wales.

Amy Chen

Olga Terets is a corporate associate in the San Francisco office of Morrison Foerster.Olga engages in a general corporate and transactional practice, and represents companies and investors in a broad range of corporate and securities law matters. Olga’s private companies practice includes representing clients in venture capital, growth equity, and corporate venture financings, and mergers and acquisitions, as well advising clients on hybrid or “tandem” structuring arrangements between non-profit and for-profit entities. Olga’s public companies practice includes advising clients on U.S. federal securities law compliance, compliance with listing standards of Nasdaq, and corporate governance issues. Olga has also helped advise public company clients on new disclosure requirements and best practices regarding disclosures concerning environmental, social, and governance factors.Prior to joining the firm as an associate, Olga was a summer associate in Morrison Foerster’s San Francisco office. Olga earned her J.D. cum laude from Georgetown University Law Center where she was a member of The Tax Lawyer. During law school, Olga was a student attorney in Georgetown Law’s Social Enterprise and Non-Profit Law Clinic and also served as a Secretary for the Corporate and Financial Law Organization.

Olga Terets

Patrick Barrett is a partner based in the London office. He specializes in cross-border M&A, joint ventures, venture capital and private equity matters, with broad experience on a range of corporate advisory matters. He regularly represents both strategic and financial clients in a wide-range of acquisitions, investments, divestitures, and multi-jurisdictional transactions in Europe, Asia, Middle East, and North America. Patrick is also recognized for his expertise in warranties and indemnities/representations and warranties insurance.Patrick has previously practiced in Tokyo and Berlin. He also attended Stanford University’s Inter-University Center for Japanese Language Studies in Yokohama, Japan and is proficient in Japanese.Representative MattersSoftBank Vision Fund<ul><li>SoftBank Vision Fund in its investment in Auto1, a German digital platform for buying and selling automobiles.</li><li>SoftBank Vision Fund in its investment in One 97 Communications Limited (d/b/a Paytm), a digital payments system, e-commerce and financial services company.</li><li>SoftBank Vision Fund in several financing rounds of Grofers International Pte. Ltd., an express delivery online marketplace application in India.</li></ul>SoftBank Vision Fund II<ul><li>SoftBank Vision Fund II in its investment in Vestiaire Collective, a French global fashion e-commerce app for used consumer-wear products.</li><li>SoftBank Vision Fund II in its investment in Behavox Ltd., a UK-founded, NY-headquartered leader in the emerging AI-driven compliance monitoring and “people analytics” sector.</li><li>SoftBank Vision Fund II in its investment in Enpal GmbH, a Berlin-based company that builds and rents solar solutions for private households, and the first German green-energy unicorn.</li><li>SoftBank Vision Fund II in its investment in Kitopi, a ‘ghost-kitchen’ based in the UAE.</li><li>SoftBank Vision Fund II in its investment in Unifonic Inc., a B.V.I. incorporated, Saudi-based customer engagement platform.</li><li>SoftBank Vision Fund II in its investment in Eruditus Learning Solutions Pte. Ltd., a Singapore incorporated executive EdTech company.</li><li>SoftBank Vision Fund II in its investments in Meesho Inc., a Delaware incorporated holding company operating a social (reselling) commerce platform with operations primarily in South and Southeast Asia.</li></ul>BlackRock<ul><li>BlackRock in their investment in Trax Ltd, a retail software unicorn.</li><li>BlackRock in their investment in Pine Labs Pte. Ltd., a Singapore incorporated holding company that operates a merchant platform in India on financing and last-mile retail transaction technology.</li></ul><div>Leading Japanese manufacturer<ul><li>A leading Japanese manufacturer of molecular sensing and diagnostics products in the healthcare, pharma, and semiconductor industries, in several rounds of financing.</li></ul>Taisho Pharma<ul><li>Taisho Pharma in $1.6 billion acquisition of Bristol-Myers Squibb’s French consumer health business UPSA SAS.</li></ul><div>Tate & Lyle<ul><li>Tate & Lyle plc on its acquisition of leading global Stevia producer Sweet Green Fields.</li></ul>Nissan Motor Co.<ul><li>Nissan Motor Co. Ltd. in the sale of its electric battery operations and global manufacturing operations, together its lithium-ion battery joint venture with NEC Corporation.</li></ul>TDK Corporation<ul><li>TDK Corporation in the formation of its $3 billion joint venture with Qualcomm to provide industry leading radio frequency front-end (RFFE) modules and RF filters for mobile devices and for other fast-growing business segments, such as drones, robotics and automotive applications.</li></ul>Toshiba<ul><li>Toshiba in its $2.3 billion acquisition of Landis+Gyr AG, a leading provider of advanced electricity and other utility meters and related solutions for the smart grid, and in its subsequent “dual track” disposal of Landis+Gyr . The disposal transaction was completed through a $2.4bn initial public offering of Landis+Gyr’s shares on the SIX Swiss Exchange.</li></ul>Tanaka Kikinzoku<ul><li>Tanaka Kikinzoku, a Japanese company, in its acquisition of Metalor Technologies International, S.A., a precious metals refining and fabrication company based in Switzerland.</li></ul>SoftBank and GungHo Online Entertainment<ul><li>SoftBank and GungHo Online Entertainment in their joint purchase of a majority interest in Finnish mobile game company, Supercell, for $1.5 billion.</li></ul>SoftBank<ul><li>SoftBank in its acquisition of MDI, a Japan based apartment rental firm.</li></ul>Large multi-national technology investor<ul><li>A large multi-national technology investor on the restructuring of two joint ventures with a global e-hospitality chain, which focuses on the financing and management in its principal jurisdictions including Europe, United States, India and other countries in Asia.</li></ul>On Semiconductor<ul><li>ON Semiconductor in its $600 million acquisition of Sanyo Semiconductor, the first ever acquisition of a major Japanese semiconductor company by a US company.</li></ul>Xpansiv Data Systems<ul><li>Advised Xpansiv Data Systems, Inc. in its merger with Commodity Bourses Limited (CBL), an Australian company operating as CBL Markets</li></ul>Hitachi and Hitachi Appliances<ul><li>Hitachi and Hitachi Appliances in their formation of a global air conditioning joint venture with Johnson Controls, integrating the companies’ market leading HVAC businesses. Johnson Controls obtained a 60 percent ownership stake in Hitachi Appliances’ more than $2.6 billion global air conditioning business.</li></ul></div>SEKISUI HOUSE<ul><li>SEKISUI HOUSE, LTD., Japan’s largest homebuilder, in its acquisition of US homebuilder Woodside Homes Company, LLC.</li></ul>Terumo Corporation<ul><li>Terumo Corporation in its $2.6 billion acquisition of CaridianBCT, a leading provider of blood collection, treatment and related products.</li></ul><div>NTT DATA<ul><li>NTT DATA in its acquisition of Keane International, a global outsource provider of IT services relating to custom application development and management, enterprise application services, infrastructure solutions, and business processes.</li></ul></div></div>

Patrick Barrett

Sarah frequently advises clients in strategic corporate-commercial and technology transactions in the sectors of life science and TMT, including in-licensing, out-licensing, collaboration, and development agreements in various types of traditional and emerging technology offerings, including software-as-a-service, on-premises software, and technology services and maintenance, and in a broad range of pharmaceutical products and technologies, including biopharmaceutical drugs, immunotherapies, antibody therapeutics, and vaccines.Before joining MoFo, Sarah was an associate in the Shanghai office of an international law firm. She is fluent in English and Mandarin.<h4>Representative Experience</h4><ul><li>A leading healthcare investment firm’s portfolio company in its series of license-in and license-out deals concerning: (i) the development and option agreement and license agreement with a private biotechnological company in the North America for the development of lipid nanoparticles (LNP) formulations for delivery of mRNA and for the commercialization and manufacturing of the protein product and the vaccine product utilizing the LNP technology; and (ii) the licensing-out agreement with a Hong Kong listed company for the development and commercialization of the mRNA technology in Greater China.</li></ul><ul><li>Hangzhou DAC Biotechnology Co., Ltd. on its collaboration and license agreement with Janssen Biotech, Inc., one of the Janssen Pharmaceutical Companies of Johnson & Johnson, for the development and commercialization of antibody drug conjugate (ADC) products.</li><li>Jiangsu Hengrui Medicine Co., Ltd. in its US$165 million exclusive license agreement with Novaliq GmbH, a German pharmaceutical company focusing on ocular therapeutics, to develop, manufacture and commercialize the innovative, water-free drugs NOV03 (perfluorohexyloctane) and CyclASol® for the treatment of dry eye disease in mainland China, Hong Kong, Macau and Taiwan.</li><li>A FinTech firm in the strategic partnership between a pan-Asia retailer and a Hong Kong bank to construct a new customer loyalty and reward program to replace the current co-branded credit card program on the market.</li><li>An automobile retailer that is a subsidiary of a multi-national dealership operator in its ERP software license and support agreement and the service agreement with a European multi-national software corporation, on the subscription of its core software products and technologies.</li></ul>

王家尧律师经常就生命科学以及科技、媒体和电信（TMT）领域战略性的公司商业交易和技术交易向客户提供咨询，包括协助客户编制被许可协议、对外许可协议、协作协议及开发协议，涉及各种传统及新兴技术产品和服务，包括软件即服务（SaaS）、本地部署软件以及技术服务和维护等，还涉及广泛的医药产品和技术，包括生物制药产品、免疫疗法、抗体疗法和疫苗等。在加入美富前，王律师是一家国际律所上海办事处的律师。她精通英语和普通话。<h4>具有代表性的项目 </h4><ul><li>代表某顶级医疗保健投资机构的被投资公司处理涉及下列事宜的系列被许可及对外许可交易：（1）代表某领先的生物医药公司就其与加拿大某生物公司签订开发和选择权协议以及对内许可协议提供法律服务，以开发用于传递mRNA的脂质纳米颗粒（LNP）配方，并对利用LNP技术的蛋白质产品和疫苗产品进行商业化和生产；以及（2）与某香港上市公司签订对外许可协议，以在大中华区对mRNA技术进行开发和商业化。</li></ul><ul><li>代表杭州多禧生物科技有限公司与强生公司旗下杨森制药生物科技公司达成合作和许可协议，用于抗体偶联药物（ADC药物）的开发与商业化。</li></ul><ul><li> 代表江苏恒瑞医药股份有限公司处理其与Novaliq GmbH（一家专注于眼部治疗的德国制药公司）的1.65亿美元独家许可协议，对创新型无水药物NOV03（全氟己内酯）和CyclASol®进行开发、生产和商业化，用于在中国大陆、香港、澳门和台湾地区治疗干眼症。</li></ul><ul><li> 代表一家金融科技公司处理其所属的泛亚洲零售商与一家香港银行的策略性合伙，订立新的老顾客奖励计划来取代目前市场上的联合品牌信用卡计划。</li></ul><ul><li> 代表一家国际汽车经销集团旗下的汽车零售商，处理其ERP软件许可证和支持协议及与一家欧洲国际软件公司的服务协议，以订阅模式付费使用其核心软件产品和技术。</li></ul>

Sarah Wang

Katrina’s practice focuses on a diverse range of corporate matters, including cross-border mergers and acquisitions, private equity investments, regulatory and compliance, and other general corporate matters.Katrina is fluent in English, Cantonese and Mandarin.

蔡嘉莉律师的执业领域着重于各类公司事宜，包括跨境并购、私募股权投资、监管与合规，以及其他一般公司事宜。蔡律师精通英语、粤语和普通话。

Katrina Tsoi

Julia’s practice spans across cross-border M&A, joint ventures, as well as private equity.Prior to joining Morrison & Foerster, Julia was an associate in the Hong Kong office of a major international law firm.Julia is fluent in English, Cantonese, and Mandarin.

李恺宜律师业务涵盖跨境并购、合资公司及私募股权。在加入美富前，李律师曾在某领先的国际法律事务所的香港办事处担任律师。李律师精通英语、粤语及普通话。