Mergers & Acquisitions

  • May 25, 2015

    Suntory Strikes $1.2B Deal For Japan Tobacco’s Drinks Arm

    Suntory Beverage & Food Ltd. has struck a tentative ¥150 billion ($1.2 billion) deal to pick up Japan Tobacco Inc.’s soft drink business as the seller looks to get out of the beverage production business by the fall, according to a Monday statement.

  • May 22, 2015

    Mylan Says Kirkland ‘Thumbs Its Nose’ At Client Loyalty

    Mylan Inc. fired back at Kirkland Ellis LLP, telling a Pennsylvania federal court Friday that the firm “thumbs its nose” at its duty of loyalty to clients and should be blocked from representing Teva Pharmaceutical Industries Ltd. in its hostile takeover bid of Mylan NV.

  • May 22, 2015

    Altice Deal Broadcasts Big Changes In Telecom Sector

    When European telecommunications titan Altice SA revealed earlier this week that it had agreed to buy a massive chunk of private equity-backed Suddenlink Communications, it marked Altice’s entry into the U.S. cable market, and experts say this deal exemplifies some big-time shifts in the way the sector views its future.

  • May 22, 2015

    Deals Rumor Mill: Reynolds American, Time Warner, Uber

    The proposed $27.4 billion tie-up between Camel cigarettes maker Reynolds American Inc. and rival Lorillard Inc. will likely receive antitrust clearance as early as next week, while Charter Communications Inc. is gearing up to make an offer to buy Time Warner Cable Inc. for more than $170 per share.

  • May 22, 2015

    Expedia Sells Loss-Making ELong For $671M To Ctrip Group

    Expedia Inc. said Friday it has sold its majority stake in the underperforming travel site eLong Inc. to a group of Chinese buyers led by Ctrip.com International Ltd. for $671 million, unloading a site that had been weighing down Expedia’s profits.

  • May 22, 2015

    Mandarin Oriental, Olayan JV Pay $143M For Hotel Ritz Madrid

    Hotel investor and operator Mandarin Oriental International Ltd. said Friday that it has teamed up with Saudi Arabian conglomerate The Olayan Group to buy the luxury Hotel Ritz Madrid for €130 million ($143 million), adding a tony European asset to its portfolio of properties.

  • May 22, 2015

    NRD Partners Takes Frisch’s Restaurants Private for $175M

    Cincinnati-based Frisch’s Restaurants Inc. will sell 100 percent of its shares to private equity fund NRD Partners I LP for $175 million, or $34 per share in cash, the two companies said Friday.

  • May 22, 2015

    Taxation With Representation: Sullivan, Ropes & Gray

    In this week's Taxation With Representation, Sullivan & Cromwell LLP helps CVS Health Corp. snatch Omnicare Inc. in a $12.7 billion blockbuster deal while Endo International PLC shells out $8.05 billion for generic drug giant Ropes & Gray LLP-guided Par Pharmaceuticals Holdings Inc.

  • May 22, 2015

    Paul Hastings Reps Vanguard Natural Resources In $474M Buy

    Oil and gas developer Vanguard Natural Resources LLC said on Thursday it plans to purchase Eagle Rock Energy Partners LP in a $474 million stock swap deal led by Paul Hastings LLP, marking the second big buy in a month for Vanguard.

  • May 22, 2015

    BakerHostetler Adds Ex-Seyfarth Shaw Global Transaction Pro

    BakerHostetler LLP has added a former Seyfarth Shaw LLP transactional attorney who has more than 35 years of experience steering domestic and international business deals, including mergers, securities offerings, project financing and real estate transactions, to its New York business group, the firm announced Thursday.

  • May 22, 2015

    Fried Frank Nabs London Finance Ace From Hogan Lovells

    Fried Frank Harris Shriver & Jacobson LLP has recruited a finance ace from Hogan Lovells LLP, who has extensive experience in private equity leveraged buyouts and corporate mergers and acquisitions, to join its London outpost as a partner.

  • May 21, 2015

    6 Firms Guide $382M Fish Co. Deal

    South African fishing company Oceana Group Ltd. has struck a deal to buy DLA Piper-repped fish processor Daybrook Fisheries Inc. for $382.3 million in a deal steered by Hogan Lovells LLP, K&L Gates LLP, Haynes and Boone LLP, Kean Miller LLP and Webber Wentzel.

  • May 21, 2015

    Israeli Defense Co. Drops $118M On Cyberintelligence Unit

    Defense technology contractor Elbit Systems Ltd. said Thursday that it is buying the cyber and intelligence business of fellow Israeli company NICE Systems Ltd. for $117.9 million.

  • May 21, 2015

    Bain Capital, Japan Industrial To Sell 46M Skylark Shares

    Private equity firms Bain Capital and Japan Industrial Partners Inc. will sell 45.8 million shares in Japanese restaurant chain Skylark Co Ltd. in a secondary offering, Skylark said Thursday.

  • May 21, 2015

    Kirkland Says Work For Mylan Units Can't Trigger Conflict

    Kirkland & Ellis LLP urged a Pennsylvania federal court Wednesday not to block the firm from representing Teva Pharmaceutical Industries Ltd. in its hostile takeover bid for Mylan NV, calling the conflict challenge a “preposterous” attempt to kill the proposed merger because it only ever advised Mylan subsidiaries.

  • May 21, 2015

    4 Ways To Reduce Risk In Cross-Border M&A Deals

    It has never been easier for clients to strike a deal with a company based in a different country, and as the number of cross-border transactions continues to rise, it's more important than ever for law firms to understand the potential pitfalls of such deals. Here, experts provide tips to reduce clients’ risk when advising them on cross-border mergers.

  • May 21, 2015

    Bankrupt Karmaloop Sold To Lenders After No Suitors Emerge

    A Delaware bankruptcy judge agreed Thursday to allow Karmaloop Inc. to hand itself over to senior secured lenders after no bids were fielded to purchase the online apparel seller, and the top creditors also reached a settlement with unsecured creditors who had previously criticized the transaction.

  • May 21, 2015

    HP Nets $2.3B In Sale Of Chinese Data Storage Assets Stake

    Hewlett-Packard Co. has sold a majority stake in its Chinese enterprise technology assets to Beijing-based Tsinghua University for $2.3 billion, the company said Thursday, a move that will help HP maneuver around China's foreign technology restrictions.

  • May 21, 2015

    Dubai National Oil Co. Eyes $2.5B Buyout Of Dragon Oil

    Dragon Oil PLC said on Thursday that its largest shareholder, Dubai government-owned Emirates National Oil Co. Ltd., has offered to buy the company’s remaining shares for £1.6 billion ($2.5 billion), in a bid to consolidate its energy exploration operations.

  • May 21, 2015

    Activision Gets Green Light For $275M Shareholder Settlement

    Activision Blizzard Inc., publisher of “World of Warcraft” and “Call of Duty,” received approval Thursday for a $275 million settlement alongside shareholders angered by company leaders' perceived self-dealing during the reclamation of an $8.2 billion stake from European entertainment conglomerate Vivendi SA.

Expert Analysis

  • Deadlocked? How To Exit A Joint Venture The Right Way

    Kenneth A. Gerasimovich

    When there are deadlocks over material decisions in a joint venture, judicial dissolution is often an imperfect solution of last resort. Negotiated solutions hammered out while disputes and personal animosities may be clouding the parties’ judgment also may fail to provide satisfactory relief, say Kenneth Gerasimovich, a shareholder at Greenberg Traurig LLP, and Jennifer Brady, a New York-based attorney.

  • A Route To Directors' Early Exit From Merger Litigation

    Kevin C. Logue

    It has become all too common in transaction-related stockholder litigation for the pleading net to be cast widely, embroiling disinterested and independent directors into long and costly litigation. The Delaware Supreme Court's decision in the case of Cornerstone Therapeutics Inc. should lead to closer scrutiny of allegations against individual directors, say attorneys with Paul Hastings LLP.

  • How Cybercriminals Are Targeting Corporate Transactions

    Brent J. McIntosh

    Cybercriminals are increasingly deploying clever schemes to exploit company executives and their advisers in connection with corporate transactions, including financing transactions and mergers and acquisitions. These sophisticated schemes include emails that provide a closing or a litigation settlement that would seem wholly legitimate to the recipient, say Brent McIntosh and Judson Littleton of Sullivan & Cromwell LLP.

  • Why El Paso Will Have Very Limited Applicability

    Philip Richter

    Notwithstanding commentary suggesting otherwise, in our view, the recent Delaware Chancery Court decision in a derivative suit related to an El Paso Pipeline Partners LP “drop-down” transaction does not indicate that the court will be more likely than in the past to find liability of master limited partnership general partners or their bankers, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Consider 5 Things Before Choosing An E-Discovery Provider

    Barry O’Melia

    There has been a rapid and robust growth in the number of companies offering electronically stored information collection, management and processing services. But a recent survey indicated that not all service providers offer the level of expertise needed in today’s world of big data, the cloud and mobile devices, says Barry O’Melia, chief operations officer at Digital WarRoom.

  • Important Lessons From Delaware For Structuring Earnouts

    David W. Healy

    The Delaware Supreme Court’s recent decision in Lazard Technology Partners LLC v. Qinetiq North America Operations LLC upholds the literal meaning of an earnout provision, and suggests that a target’s reliance on the implied covenant of good faith and fair dealing to save it from “losses at the negotiating table” is a tenuous strategy, say David Healy and Douglas Cogen of Fenwick & West LLP.

  • Lessons On Dueling 'Exclusive Remedy' Clauses In M&A

    Lisa R. Stark

    The Delaware Chancery Court's decision in Alliant Techsystems Inc. v. MidOcean Bushnell Holdings LP reinforces the need for practitioners to pay careful attention to the relationship between multiple “exclusive remedy” provisions in acquisition agreements, say Lisa Stark and Andrew Lloyd of K&L Gates LLP.

  • Court-Appointed Experts — A Powerful But Rarely Used Tool

    Philip Woo

    The Tessera Inc. patent case highlights a useful procedure seldom used in the federal court system — Federal Rule of Evidence 706, which allows for a court-appointed expert. But Rule 706 provides little guidance on when to use such an expert, how to select one or how to work with one. Here are some tips, say Philip Woo and Nathan Greenblatt of Sidley Austin LLP.

  • When Hindsight Is Not 20/20 In Purchase Price Disputes

    Frank Lazzara

    Mergers and acquisitions parties are limited in the extent of hindsight data they can apply in a purchase price dispute, but our analysis indicates that there are alternative interpretations that may suggest some very useful planning insight for party advisers, say forensic and litigation consultants at FTI Consulting.

  • Tag-Along And Drag-Along Rights: A Valuation Analyst’s View

    John D. Agogliati III, CFA, ASA

    Effects of tag-along provisions should be considered primarily within the context of the discount for lack of marketability, whereas drag-along provisions should be considered primarily within the context of the discount for lack of control. Moreover, in our view, tag-along and drag-along provisions can have both positive and negative impacts for an interest holder, say John Agogliati III and Ross Hurwitz of Berdon LLP.