Mergers & Acquisitions

  • August 4, 2015

    TeamHealth Drops $1.6B For IPC Healthcare

    Physician staffing supplier Team Health Holdings Inc. said Tuesday it will buy post-acute care specialist IPC Healthcare Inc. for about $1.6 billion cash, saying the deal will create a leading physician services organization with a wider array of specialties.

  • August 4, 2015

    Paul Weiss Guides Tencent Offer For China Travel Site ELong

    Chinese travel website eLong Inc. said Tuesday that it has received a proposal from Internet conglomerate Tencent Holdings Ltd., which is being advised by Paul Weiss Rifkind Wharton & Garrison LLP, to take the U.S.-listed company private by buying up the eLong shares it doesn't already own.

  • August 4, 2015

    BREAKING: Shire Lobs $30B Unsolicited Offer For Baxalta

    Irish drugmaker Shire PLC said Tuesday that it has made an unsolicited stock bid valued around $30 billion to acquire U.S. biotech Baxalta Inc., aiming for a tie-up that would create a biotech giant focused on treatments for rare diseases.

  • August 3, 2015

    Audi, BMW, Daimler Pay $3.1B For Nokia Mapping Unit

    Audi AG, the BMW Group and Daimler AG are teaming up to buy Nokia Corp.’s digital mapping business in a €2.8 billion ($3.1 billion) bet on self-driving cars and other upcoming automotive technologies, the German car makers said Monday.

  • August 3, 2015

    HSBC Sells Brazil Banking Arm To Banco Bradesco For $5.2B

    HSBC Holdings PLC said Monday it has agreed to sell its Brazilian banking business to Banco Bradesco SA for $5.2 billion in cash, part of a larger restructuring plan to sell certain assets and shift investment toward growth opportunities in Asia.

  • August 3, 2015

    Depomed, Horizon File Competing Suits In Takeover Battle

    Hoping to thwart a hostile takeover, Depomed Inc. on Monday hit Horizon Pharma PLC with a lawsuit in California court alleging misuse of confidential data, while Horizon said that it simultaneously sued over Depomed’s recent poison pill and would seek to oust the company’s board members.

  • August 3, 2015

    Deals Rumor Mill: Petco, BASF, Syngenta, Third Point, Suzuki

    Petco Animal Supplies Inc. has hired Goldman Sachs to look into a sale or initial public offering for the company, while German chemicals company BASF SE lines up a loan package from banks in anticipation of making a takeover offer for Syngenta AG, as U.S. activist investor Third Point LLC picks up a stake in Japanese auto maker Suzuki Motor Corp.

  • August 3, 2015

    New Top M&A Adviser In July As Firms Avoid Summer Slump

    There have been no summer doldrums this year in the world of mergers and acquisitions, as five law firms advised on more than $70 billion worth of deals in July, with one firm leading the pack thanks to its work on 10 transactions worth a total of $100.3 billion.

  • August 3, 2015

    Media Cos. Tell FCC To Protect Info In Charter-TWC Review

    Representatives from CBS Corp., The Walt Disney Co. and other media groups voiced their objections to the potential disclosure of competitive information in the review of the proposed $55 billion Charter Communications-Time Warner Cable merger, according to a Friday Federal Communications Commission filing.

  • August 3, 2015

    NextEra Energy To Buy 7 Texas Pipelines For $2B

    NextEra Energy Partners LP was led by Locke Lord LLP through its $2.1 billion purchase of NET Midstream LLC, a privately owned developer with seven natural gas pipelines in Texas under long-term contracts, the firm said on Monday.

  • August 3, 2015

    Deals Adviser Houlihan Lokey Sets Terms For $313M IPO

    Investment bank Houlihan Lokey Inc., which advises on mergers and acquisitions, capital markets and financial restructurings, set terms in a filing on Monday for an initial public offering that could raise $313.4 million, hoping the hot deals market driving its business generates a strong IPO.

  • August 3, 2015

    Alpha Files For Bankruptcy With $7.1B In Debt

    Alpha Natural Resources on Monday became the latest coal producer to file for bankruptcy, less than five years after its $8.5 billion purchase of Massey Energy Co., whose former leader is now facing criminal charges over safety violations that federal prosecutors say caused a 29-death explosion.

  • August 3, 2015

    PartnerRe Agrees To Exor's $6.9B Takeover, Spurns Axis Offer

    After months of resisting, PartnerRe Ltd. agreed Monday to be bought by Exor SpA, the European investment firm controlled by Italy’s Agnelli family, for $6.9 billion, abandoning its previously announced plans to merge with fellow reinsurer Axis Capital Holdings Ltd.

  • July 31, 2015

    Don't Miss It: Hot Deals & Firms We're Following This Week

    With so much mergers and acquisitions news this week, you may have missed several of the deals announced in recent days. Here, Law360 lets you know about those deals involving major law firms Latham & Watkins LLP, Kirkland & Ellis LLP, Debevoise & Plimpton LLP and others.

  • July 31, 2015

    Taxation With Representation: Sullivan, Wachtell, MoFo

    In this week’s Taxation With Representation, Sullivan & Cromwell guides Teva’s $40.5 billion deal for Allergan's generic-drug business while McGraw Hill Financial taps Wachtell for its $2.2 billion acquisition of private equity-owned data and information provider SNL Financial.

  • July 31, 2015

    Judge Skeptical Of "Aggressive" Relativity Media Sale Plan

    A New York bankruptcy judge indicated Friday that he was not on board with Relativity Media LLC's plan to sell off its film and television production businesses in just two months, but approved $9.5 million in stopgap funding to keep the company going.

  • July 31, 2015

    Settlement Prospects Dim In GE, Electrolux Antitrust Battle

    General Electric Corp., AB Electrolux Inc. and the government cast doubt on reaching a settlement in the Justice Department’s antitrust suit over the companies’ $3.3 billion tie-up on Friday, as a D.C. federal judge delayed the upcoming trial.

  • July 31, 2015

    Deals Rumor Mill: Uber, Carlyle, Coca-Cola

    Uber has just closed a new funding round that values it at a whopping $51 billion, private equity giant The Carlyle Group has parted ways with the founders of its Vermillion commodity hedge fund, and three bottlers of Coca-Cola products in Europe have entered advanced talks on a merger.

  • July 31, 2015

    Gunderson Nabs Ex-DLA Partners To Boost Calif. Offices

    Venture capital- and emerging companies-focused law firm Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP said Thursday it has recruited two former DLA Piper partners experienced in advising life science and technology companies in securities offerings, mergers and acquisitions and other corporate matters to bolster California offices.

  • July 31, 2015

    Cigna Shareholder Sues To Halt $54B Anthem Acquisition

    A Cigna Corp. shareholder filed a proposed class action on Friday, asking the Delaware Chancery Court to block the Connecticut company's $54 billion acquisition by fellow health insurance giant Anthem Inc., alleging that the deal constitutes a breach of fiduciary duty by Cigna directors.

Expert Analysis

  • Private IPOs And Unicorns May Trigger HSR Act Filings

    J. Todd Hahn

    The boost in valuations provided by private IPOs has been a boon to founders, employees and early-round investors. But even when a tech company target is not yet a unicorn, late-stage investors are often surprised to learn that the Hart-Scott-Rodino Act can require both the investor and the company to make filings to report the acquisition of a minority shareholding, say J. Todd Hahn and Andrea Agathoklis Murino of Goodwin Procter LLP.

  • A Primer On Market Flex Provisions

    Excerpt from Lexis Practice Advisor
    Andrew Bettwy

    The market flex provisions of a fee letter permit the arranger to modify the financing contemplated by the commitment letter in various ways to have a successful syndication. These provisions are often heavily negotiated and will be influenced by factors such as the borrower's industry, the nature of the underlying transaction and the strength of the syndicated loan market, say Andrew Bettwy and Glen Lim of Proskauer Rose LLP.

  • The PSLRA Safe Harbor And A Warning Against Complacency

    Bruce A. Ericson

    The Private Securities Litigation Reform Act’s safe harbor was designed to facilitate dismissal of challenges to forward-looking statements at the pleadings stage, before any discovery. But as the D.C. Circuit recently proved, even on a motion to dismiss, courts will take a hard look at the cautionary language. That means eschew boilerplate, say Bruce Ericson and Stacie Kinser of Pillsbury Winthrop Shaw Pittman LLP.

  • ABCs Of Closing Commercial Real Estate Acquisitions

    Chris Smith

    In the world of commercial real estate it’s often not the salesmen, brokers or business people that close the deal — it's the lawyers. But Closing 101 is not a course taught in law school. Attorneys at Shearman & Sterling LLP lay out essential closing techniques every real estate acquisitions lawyer should know.

  • 7 Keys To Improving Your Direct Examination

    James Murray

    Trial lawyers should approach direct examination with the same excitement as cross-examination. If you do not, the jury will notice and your case will suffer. An effective direct examination backs the lawyer out of the action and puts the witness front and center to tell the story in a conversational, comforting, interesting fashion, says James Murray of Dickstein Shapiro LLP.

  • Assessing Unitranche Financing In Europe And Germany

    Dr. Jens Linde

    In the last few years, unitranche financing has been heralded as the new trend in European corporate financing and as an alternative to traditional bank financing. But, when analyzed, does unitranche financing in the European and German markets live up to expectations? ask Dr. Jens Linde and Michael Schuhmacher of P&P Pollath & Partners.

  • A Study Of Recent Delaware Appraisal Decisions: Part 3

    Philip Richter

    One of the key practice points arising out of recent decisions in Merlin v. Autoinfo, Owen v. Cannon, and Longpath v. Ramtron is that an acquiror should outline in some detail the cost savings expected from a merger. References to anticipated savings embedded in assumptions for projections or in an investment memorandum may not be sufficient, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • A Study Of Recent Delaware Appraisal Decisions: Part 2

    Steven Epstein

    The Delaware Chancery Court now primarily or exclusively relies on the merger price to determine fair value when the merger price is a particularly reliable indication of value and the standard financial valuation analyses — discounted cash flow and comparables — are particularly unreliable. All of the recent cases meeting these parameters have involved disinterested transactions, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Screened Selection In Party-Appointed Arbitrations

    Charles B. Rosenberg

    The International Institute for Conflict Prevention & Resolution's screened selection process for party-appointed arbitrators is a simple compromise between the positions of those who believe the existing system of party appointments should remain unchanged and those who would overhaul the system, say Charles Rosenberg of White & Case LLP and Olivier Andre of the International Institute for Conflict Prevention & Resolution.

  • A Study Of Recent Delaware Appraisal Decisions: Part 1

    Philip Richter

    In a break with past practice, several times in recent months, the Delaware Chancery Court has relied primarily or exclusively on the merger price to determine fair value in appraisal cases. However, we note that the court’s reliance on merger price is still limited, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.