Slaughter and May advises Johnson Matthey on £1.8bn Sale of Catalyst Technologies to Honeywell

Slaughter and May advises Johnson Matthey on £1.8bn Sale of Catalyst Technologies to Honeywell

What Is Happening?

Slaughter and May is advising Johnson Matthey Plc (JM0 on the sale of its Catalyst Technologies (CT) business to Honeywell International Inc. at an enterprise value of £1.8 billion on a cash and debt-free basis.

The CT division is a global leader in licensing process technologies and supplying catalysts that help industries decarbonise and improve operational efficiency. With a strong IP portfolio, engineering capability, and over 1,900 employees across the world, the sale marks a strategic milestone in JM’s transformation.

The transaction, expected to be completed by the first half of 2026, is subject to regulatory approvals and will see JM sharpen its focus on its Clean Air and Platinum Group Metal Services (PGMS) divisions.

WHY THIS DEAL MATTERS

• Strategic Refocus: Johnson Matthey is repositioning itself as a streamlined business concentrated on core growth areas, enhancing long-term shareholder value.

• Sustainability Alignment: For Honeywell, the acquisition supports its mission to expand sustainable technologies and drive decarbonisation solutions globally.

• Global Impact: The sale involved operations, contracts, and employees across multiple jurisdictions, highlighting the complexity and scale of cross-border M&A in the clean tech sector.

THE KEY PLAYERS

Johnson Matthey Plc (Seller)

A FTSE 250 science-led company focused on sustainable technologies. This deal is part of JM’s long-term strategy to unlock value and concentrate on its highest-performing business lines.

• Simon Price - General Counsel and Company Secretary

• Joanne Holmes - General Counsel, Group

Both played pivotal roles in overseeing legal risk, compliance, and strategic execution of the deal.

Honeywell International Inc. (Buyer)

A Fortune 100 US-based multinational, Honeywell’s acquisition of CT strengthens its capabilities in clean energy, emissions reduction, and process optimisation—key growth areas for the company’s global industrial business.

LAW FIRMS INVOLVED

• Slaughter and May - Advising Johnson Matthey Plc: acting as lead counsel, collaborating closely with JM’s in-house legal team on corporate, regulatory, and commercial matters.

• Latham & Watkins - Advising Honeywell International Inc.: providing counsel on corporate and transactional aspects of the acquisition from a US and cross-border perspective.

PRACTICE AREAS IN ACTION

1. Corporate/ M&A

Slaughter and May’s corporate team is leading on drafting the sale and purchase agreement, advising on structure, managing negotiations, and aligning legal frameworks with shareholder interests.

2. Regulatory & Antitrust

This cross-border deal triggers merger control filings in several jurisdictions. Regulatory lawyers assess competition implications and manage global filings.

3. Employement & Pensions

With 1,900 employees transferring, lawyers advise on local employment laws, TUPE compliance, and global consultation obligations.

4. Commercial Contracts

Given CT’s extensive licensing model, commercial lawyers review contracts for transferability, risk, and operational continuity post-sale.

5. Intellectual Property & Technology

CT’s proprietary technology and patents are core assets. IP teams ensure clean title transfer, licensing integrity, and post-sale IP usage rights.

6. Tax

Tax lawyers advise on structuring the transaction efficiently and identifying liabilities across jurisdictions, including capital gains and indirect tax considerations.

7. Finance

If any debt or liability transfers are involved, finance lawyers ensure obligations are correctly allocated and managed.

LEGAL AND COMMERCIAL ISSUES

• Regulatory Hurdles: securing antitrust approvals across multiple markets

• Contractual Complexity: ensuring transfer of contracts, IP, and customer licences with minimal disruption

• People and Culture: smooth transfer of global employers and the preservation of operational know-how

• Risk Allocation: Carefully negotiated warranties, indemnities, and price adjustment mechanisms to balance buyer-seller interests

TRAINEES’ TAKEAWAYS - WHAT DO TRAINEES DO ON A CASE LIKE THIS?

• Due Diligence: Reviewing commercial contracts, IP rights and employment terms to identify key risks

• Drafting Support: Assisting with broad minutes, disclosure letters, and ancillary documentation

• Regulatory Coordination: Liaising with local counsel and managing jurisdiction-specific filings

• Transaction Management: Supporting execution logistics, maintaining signature packs, and preparing completion bibles

• Cross-Team Collaboration: Learning how tax, employment, and IP law intersect in M&A transactions

• Exposure Strategic Thinking: Observing how lawyers frame legal advice in a commercial context

Final Thoughts

This transaction highlights Slaughter and May’s expertise in handling complex, multi-jurisdictional corporate sales involving high-value intellectual property, regulatory scrutiny, and major workforce transactions. For trainees, it’s a rare opportunity to contribute meaningfully to a landmark transaction while developing commercial insights and technical precision.

Legal Lingo

Enterprise Value (EV)

What does it mean:

Enterprise Value is a measure of a company’s total value, often used as a more comprehensive alternative to market capitalisation. It includes the company’s market cap, debt, and cash. In M&A transactions, EV provides a “debt-free, cash-free” valuation benchmark—what a buyer effectively pays for the business’s operations.

Why it Matters:

Understanding EV is crucial for lawyers working on deals, especially when advising on valuation mechanics, price adjustment, or completion accounts. It also affects warranty and indemnity coverage and the way consideration is structured between equity and debt.

AND MORE…

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Thank you for reading 😄