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Guy Dingley is a solicitor in Covington's London office, concentrating on taxation and employee benefits, with a particular emphasis on corporate taxation and the taxation of investment funds, global mobility and the establishment of incentive schemes.
Mr. Dingley's practice encompasses corporate and business acquisitions and disposals, mergers and reconstructions, leveraged buy outs and management buy outs, private equity, real estate and retail funds, and structured finance.
In the share incentive arena, Mr. Dingley has advised clients on the establishment of a wide range of share incentive arrangements designed to suit their business objectives, and often with tax benefits.
Mr. Dingley has extensive experience of structuring investments and acquisitions in over twenty five jurisdictions, including continental Europe, Australia, India, and China. His expertise covers a wide variety of industry sectors, but he has particular experience in the life sciences, telecommunications and media, branded goods and energy arenas.
Corporate Tax
- Co-Investors in respect of the acquisition of Alliance Boots by KKR/Pessina.
- Co-investors in respect of the acquisition of Countrywide Plc by Apollo.
- Co-investors in respect of the acquisition of Biffa Plc by Montagu.
- A major fashion group on the restructuring of a cross border joint venture.
- Media and telecommunication groups in the formation and restructuring of joint ventures.
- Investors on the establishment of a wind-energy project in Karnataka.
- Investors on a tax efficient structure for the establishment of mining operations in Liberia.
- A publicly listed investment trust on its £100 million open offer and placing.
- Investment banks and nomads in relation to IPOs and secondary listings.
- Sponsors on the establishment of private equity funds together with tax efficient compensation arrangements.
Share Incentives
- Establishment of long term incentive plan for a listed client.
- Establishment of enterprise management incentive (EMI) plans for growing technology and biotech clients.
- Establishment of growth share plan.
August 10, 2017
NEW YORK—Covington is representing IFM Therapeutics in its sale to Bristol Myers Squibb for $300 million in cash and the right to receive contingent payments upon achievement of specified milestones that could total in excess of $1 billion for each of its two oncology programs. Prior to closing, IFM will spin off its inflammation program to a newly-formed ...
July 12, 2017
LONDON—Covington is advising Central European Media Enterprises Ltd. (CME) on the sale of its broadcast operations in Croatia and Slovenia to Slovenia Broadband S.à r.l for approximately $262.2 million. The transaction is expected to close by the end of 2017. CME is a NASDAQ-listed media and entertainment company operating leading businesses in six Central and ...
October 21, 2016
WASHINGTON—Covington represented India-based Piramal Enterprises and its wholly owned Critical Care subsidiary in the UK in the acquisition of five anesthesia and pain management injectable products from Janssen Pharmaceutica NV, in an all cash deal for an upfront consideration of US$155 million, and up to an additional US$20 million. The products to be acquired ...
October 7, 2016
LONDON—Covington advised AstraZeneca on its agreement with Cilag GmbH International, an affiliate of Johnson & Johnson, for the divestment of the rights to Rhinocort Aqua outside the U.S. Rhinocort Aqua is a nasal spray indicated for allergic and non-allergic rhinitis (inflammation of the inside of the nose), and for the treatment of nasal polyps (swelling of ...
Covington Represents MRCT in Royalty Monetization Deal
July 15, 2016
NEW YORK—Covington advised Medical Research Council Technology, a UK-based independent life science medical research charity, in its sale of a portion of the royalty stream associated with its cancer drug Keytruda® for $150 million (£115.6 million). Keytruda® (pembrolizumab), is a new generation treatment which stimulates the body’s immune system to fight ...
December 17, 2015
LONDON, 17 December, 2015 — Covington advised AstraZeneca on its acquisition of Takeda’s respiratory business. Under the terms of the agreement, AstraZeneca will make a payment of $575 million, and approximately 200 staff will transfer to AstraZeneca upon completion. The deal will include the expansion of rights to roflumilast (marketed as Daliresp in the ...
Covington Advises Allergy Therapeutics on £11.5 Million Placement and License Agreement
November 23, 2015
LONDON, November 23, 2015 — Covington represented Allergy Therapeutics, the AIM-listed specialty pharmaceutical company specializing in allergy vaccines, in the placement of ordinary shares raising approximately £11.5 million. The placement was conducted through an accelerated bookbuilding process with Panmure Gordon & Co acting as financial adviser, nominated ...
September 10, 2015, Covington Alert
August 25, 2015, Covington Alert
August 21, 2015, Global Policy Watch
On 17 June 2015, the European Commission launched a public consultation on further corporate tax transparency, which suggests a variety of tax transparency measures including country-by-country reporting (see here). The consultation is intended to gather feedback on which companies should offer more tax transparency and to whom. The deadline for the consultation ...
July 13, 2015
LONDON, 13 July, 2015 — Covington is advising AIM-listed ReNeuron Group plc, a leading clinical stage stem cell therapy company, on its latest follow-on financing announced on 10 July. ReNeuron is raising £68.4 million by way of an institutional placing of new shares arranged by Cenkos Securities plc. The placing is conditional on the receipt of certain ...
Covington Advises Allergy Therapeutics on Alerpharma Acquisition and £20 Million Placing
June 24, 2015
LONDON, June 24, 2015 — Covington advised Allergy Therapeutics plc, the AIM-listed specialty pharmaceutical company, on its recently announced acquisition of Alerpharma, S.A. a Spanish-based allergy immunotherapy company which previously spun out from Spanish biopharmaceutical company, Zeltia S.A. Alerpharma’s principal operating subsidiary, Inmunal, markets ...
May 13, 2015
LONDON, May 13, 2015 — Covington has advised AIM-listed Horizon Discovery Group plc on a £40.1 million accelerated bookbuild placing announced on May 1, 2015. The financing is being undertaken to raise £25 million in new money for the company through a primary offering and £15.1 million for certain shareholders through a sale of their existing shares. The ...
February 27, 2015
LONDON, February 27, 2015 — Covington advised Heptares Therapeutics Limited on its announced sale to Sosei Group, a Tokyo-listed Japanese biopharmaceutical company with operations in Japan and the UK. Consideration consisted of $180 million cash at closing and up to an additional $220 million contingent upon the successful progression of Heptares’ pipeline and ...
Covington Advises Consort Medical on Aesica Holdco Acquisition and related £260 million financing
October 10, 2014
LONDON, 10 October, 2014 — Covington & Burling is advising Consort Medical plc on the acquisition of Aesica Holdco Limited and its operating subsidiaries from private equity fund Silverfleet Capital and its management shareholders for a total consideration of approximately £230 million. Covington is also advising Consort Medical plc on the £98.9 million Rights ...
October 7, 2014
LONDON, 7 October, 2014 — Covington & Burling advised Horizon Discovery Group plc, an AIM listed international life science company supplying research tools and services to organizations engaged in genomics research and the development of personalized medicines, on the acquisition of Sage Labs Inc. for a total of approximately $48 million (£29 million), ...
August 7, 2014
LONDON, 7 August, 2014 — Covington advised Ergomed plc, an international clinical research business, on its flotation on the AIM market of the London Stock Exchange, an associated fundraising and its simultaneous acquisition of PrimeVigilance Limited, a leading provider of pharmacovigilance and medical information services. Ergomed ‘s market capitalisation on ...
July 10, 2014
LONDON, 10 July, 2014 — Rightster Group plc, an AIM-listed cloud-based global video distribution and monetisation network, announced the acquisition of Viral Management Limited, the proposed acquisition of Base79 Limited and the placing of new shares by Cenkos to raise £42 million for the company. Covington & Burling advised Rightster on these transactions, ...
May 1, 2014
LONDON, 1 May, 2014 — Covington & Burling advised Lombard Medical, Inc. on its $55 million U.S. initial public offering and the listing of the company’s ordinary shares on the NASDAQ Global Market. Covington also advised the company on its change of domicile from the U.K. to the Cayman Islands and the delisting of its shares from the AIM market of the London ...
April 7, 2014, The Lawyer
Covington's Paul Claydon, Natalie Walter, Guy Dingley, and Sarah Hoult are mentioned regarding their representation of Horizon Discovery on their IPO.
Covington Advises Horizon Discovery on AIM IPO
March 31, 2014
LONDON, 31 March, 2014 — Horizon Discovery Group plc announced the admission of its shares to the AIM market of the London Stock Exchange. Covington & Burling advised Horizon on the transaction. The IPO raised approximately £40 million before expenses for Horizon and a further £28.6 million for selling shareholders, which puts a market capitalisation on the ...
March 25, 2014
LONDON, 25 March, 2014 — Covington & Burling advised Vectura Group Plc, a product development company that focuses on the development of pharmaceutical therapies for the treatment of airways-related diseases, on its acquisition of German pharmaceutical company Activaero GmbH for a total consideration of €130 million (£108 million) and related fundraising to ...
Covington Advises Rightster on AIM IPO
November 12, 2013
LONDON, 12 November, 2013 — Rightster Group plc., a global provider of cloud-based services that optimise the distribution and monetisation of live and on-demand video, today announced the admission of its shares to the AIM market of the London Stock Exchange. Covington & Burling advised Rightster on the transaction. Rightster has raised £20.4 million before ...
May 9, 2013, Inside EU Life Sciences
The UK Patent Box regime aims to incentivise companies to retain and commercialise existing patents and to develop new innovative patented products. The regime allows companies to apply a lower rate of corporation tax to qualifying worldwide profits attributable to qualifying patents and other similar intellectual property (“IP”) rights. It forms part of the ...
November 21, 2012, Covington E-Alert
Covington Advises Armani on UK Acquisition
10/4/2012
LONDON, October 4, 2012 — Covington & Burling advised the Giorgio Armani Group on the acquisition of its retail and wholesale business from long-term retail partner Club 21. Under the terms of the deal, announced Tuesday, Armani has taken direct control of sales for its leading brands, which include Giorgio Armani, Emporio Armani, Armani Collezioni and Armani ...
Covington Advises Cell Medica on Equity Investment
July 31, 2012
LONDON, 31 July, 2012 — Covington & Burling advised Cell Medica Limited on its £17 million equity investment to launch new operations in Texas focusing on cancer immunotherapy and to continue development of its immune reconstitution cell therapies in Europe. The financing includes new investment from Invesco Perpetual, Imperial Innovations, and The Cancer ...
Global Mobility
June 12, 2012, Webinar
Covington Advises SeaChange International on Media Sale
May 24, 2012
LONDON, 24 May, 2012 — Covington & Burling advised SeaChange International, Inc., on the sale of its UK-based media services company, On Demand Group Limited, to Avail-TVN, a company backed by Carlyle Group. The sale is part of SeaChange’s strategy to transform the company into a pure-play software company. SeaChange is a leading global multi-screen video ...
Covington Advises Armani on New Franchise Agreement
April 25, 2012
LONDON, 25 April, 2012 — Covington & Burling advised Giorgio Armani in a deal to terminate its existing joint venture and store lease arrangement in India with DLF Retail Brands. As a result of the termination, Armani will enter into a new franchise arrangement with Genesis Luxury Fashion Pvt. Ltd. Under the terms of the agreement, all assets of DLF Retail ...
April 6, 2012
LONDON, 6 April, 2012 — Covington & Burling advised ReNeuron Group plc, an AIM-listed clinical stage stem cell business, in connection with a firm placing and open offer to existing shareholders to raise up to £9.4 million before expenses. In addition, investors in the firm placing are being issued warrants to subscribe for ordinary shares, which could raise up ...
March 5, 2012, Inside EU Life Sciences
Article originally published in PLC Life Sciences Handbook 2012 M&A in the life sciences sector has remained robust, driven by factors such as: The need to replenish shrinking product pipelines. The need to maintain revenues as patents on top-selling products expire. The strategic diversification of business lines. Expansion into emerging ...
February 15, 2012, Practical International Corporate Finance Strategies
February 2012, Covington E-Alert
2012, PLC Life Sciences Handbook 2012
December 14, 2011, Covington E-Alert
Covington Advises HaloIPT on Qualcomm’s Acquisition of its Automotive Wireless Charging Technology
November 21, 2011
LONDON, 21 November, 2011 — Qualcomm Incorporated (NASDAQ: QCOM) has acquired substantially all of the technology and other assets of HaloIPT, a leading provider of wireless charging technology for electric road vehicles. Covington & Burling LLP advised HaloIPT on the transaction. HaloIPT's financial adviser was Innovator Capital, the London based cleantech ...
Covington Advises Indian Energy on its AIM IPO
9/2/2009
LONDON, September 2, 2009 — Indian Energy, an independent power producer operating wind farms in India, today announced its admission to AIM, raising £9.75 million before expenses through a placing of ordinary shares. Covington & Burling LLP advised Indian Energy on the transaction. Indian Energy is focused on building a portfolio of wind power generating ...
10/29/2008
LONDON, October 29, 2008 — MPS Global, LLC, a US-based provider of high-tech engineering, design and IT talent, has acquired UK-based Talascend Group. The Talascend business includes EPCglobal, an international engineering staffing company, which operates exclusively in the engineering and construction industries in the UK, the US, India and Abu Dhabi. Covington ...
8/19/2008
LONDON, August 19, 2008 — International Specialty Products, Inc. (ISP) has completed its previously announced sale of its hydrocolloids ingredients business to FMC Corporation. The London office of Covington & Burling LLP advised ISP on the transaction. ISP is a leading global supplier of specialty chemicals and performance-enhancing products for a wide variety ...
Covington Advises Encysive on Pfizer Deal
2/21/2008
WASHINGTON, DC, February 21, 2008 — Encysive Pharmaceuticals Inc. announced yesterday that it has entered into an agreement to be acquired by Pfizer Inc. Under the terms of the agreement, Pfizer will make a cash tender offer for all issued and outstanding shares of Encysive for $2.35 per share, representing an equity value of approximately $195 million. ...
4/16/2007
NEW YORK, NY, April 16, 2007 — The Thomson Corporation closed the sale of its Thomson Medical Education business to ABRY Partners, a Boston based private equity firm. Covington & Burling LLP advised The Thomson Corporation on the transaction. The Thomson Corporation is a leading global provider of integrated information-based solutions to business and ...