Mergers & Acquisitions

  • August 28, 2015

    Capella Co-Founder Says PE Firm Cut Him Out Of $900M Sale

    GTCR LLC was hit with a lawsuit Friday over its $900 million sale of Capella Healthcare Inc. to Medical Properties Trust Inc. by one of the company’s founders, who said the Chicago-based private equity outfit breached its fiduciary duty and diluted his shares.

  • August 28, 2015

    Foxconn Enters Into $1B Alliance With Silicon Precision

    Apple Inc. manufacturer Hon Hai Precision Industry Co. Ltd., which trades as Foxconn Technology Group, will purchase a 21.24 percent stake in Silicon Precision Industries Co. Ltd., as part of a strategic alliance the two companies announced on Friday.

  • August 28, 2015

    Khaitan Guides IHH Healthcare Unit's $194M India Hospital Buy

    Khaitan & Co. represented Gleneagles Development Pte. Ltd., a subsidiary of IHH Healthcare Berhad, in the company’s 12.84 billion rupee ($194 million) purchase of a 73.4 percent stake in India hospital operator Ravindranath GE Medical Associates Pte. Ltd. announced Friday.

  • August 28, 2015

    Signal Gets Nod On Plan For Bankruptcy Auction

    A Delaware bankruptcy judge agreed to approve auction procedures for Signal International LLC, which entered Chapter 11 plagued by labor trafficking claims, that require a suitor to put up at least $71 million to top the floor offer, plus an additional amount that the court will determine in two weeks.

  • August 28, 2015

    Carlyle In Talks To Buy UK Insurance Software Co. For $755M

    Innovation Group PLC, a business services and software provider for the insurance sector, confirmed Friday that it is in advanced talks with private equity giant The Carlyle Group LP on a potential takeover offer that could value the U.K. company at approximately £491 million ($755 million).

  • August 28, 2015

    Cleary Snags Former EU Mergers Chief For Antitrust Group

    Cleary Gottlieb Steen & Hamilton LLP has announced that it has added a former top European Commission merger regulation official to its Brussels, Belgium, and Cologne, Germany, offices.

  • August 28, 2015

    Carlyle Buys Security Solutions Co. From Arlington Capital

    Private equity firm The Carlyle Group LP has agreed to buy software and IT services provider Novetta Solutions LLC from Arlington Capital Partners in a transaction guided by Latham & Watkins LLP, the two companies said Thursday.

  • August 28, 2015

    Deals Rumor Mill: Baxalta, Worldpay, Qihoo 360

    Baxalta Inc. is in talks to buy Ariad Pharmaceuticals Inc., Ingenico Group has joined a growing list of bidders for Worldpay Ltd., and the group that offered to buy Chinese Internet security company Qihoo 360 Technology Co. Ltd. for $9 billion might drop its bid.

  • August 28, 2015

    Sage Group Says Suit Over Axed MYOB Bid Has Been Tossed

    U.K. accounting software giant The Sage Group PLC said on Friday that a lawsuit brought in 2011 by MYOB Ltd. shareholders over its aborted bid for the Australian software company has been tossed.

  • August 28, 2015

    Mylan Shareholders Back Takeover As Perrigo Digs In Heels

    Mylan NV's contentious bid to take over Perrigo Co. PLC took a step forward Friday when Mylan shareholders backed the formal launch of its proposal to acquire the Irish pharmaceutical company, while Perrigo once again denounced the unsolicited advance.

  • August 28, 2015

    Saxo Bank Co-Founder Buys Stake In Danish Hockey Team

    The co-founder of Danish investment bank Saxo Bank A/S has purchased a 43 percent stake in a Danish professional hockey league team, it was announced on Friday, a good sign for the sport in Denmark as the country prepares to host the 2018 International Ice Hockey Federation World Championship.

  • August 28, 2015

    Taxation With Representation: Baker Botts, Cravath, Kirkland

    In this week's Taxation With Representation, Schlumberger Ltd. picks up a smaller, Houston-based rival with help from tax attorneys from Baker Botts LLP and Cravath Swaine & Moore LLP, while two energy companies combine to form the second-largest utility in the nation.

  • August 28, 2015

    Buchanan Ingersoll Adds Financial Services Pro

    Buchanan Ingersoll & Rooney PC has added a shareholder to its financial services practice from Alston & Bird LLP to head up the firm’s Charlotte, North Carolina, office and focus on syndicated debt transactions including acquisition financing and working capital credit facilities.

  • August 28, 2015

    Mitsubishi Corp. Pays $1.1B For 20 Percent Stake In Olam

    Japanese industrial giant Mitsubishi Corp. has agreed to buy a roughly 20 percent stake in Olam International Ltd. for 1.53 billion Singapore dollars ($1.1 billion), the companies said Friday, making Mitsubishi the second largest shareholder in the Singaporean agricultural processor.

  • August 27, 2015

    Ex-Weil Shanghai M&A Pro Joins O'Melveny In Southern Calif.

    O'Melveny & Myers LLP said Thursday that a former Weil Gotshal & Manges LLP mergers and acquisitions, private equity and securities pro from China has joined its Orange County, California, office as a partner serving technology, media and telecommunications clients.

  • August 27, 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 deals announced in recent days.

  • August 27, 2015

    Icahn Reveals Stake In Copper Co. Freeport-McMoRan

    Activist investor Carl Icahn revealed a hefty stake in Freeport-McMoRan Inc. in a regulatory filing Thursday, calling the stock undervalued and noting that a campaign for board seats may be on the horizon, on the same day the copper mining giant announced plans to cut costs and capital expenditures.

  • August 27, 2015

    Dole Ruling Weaves A Cautionary Tale For Take-Private Deals

    The $148 million in damages levied by the Delaware Chancery Court on Thursday against Dole Food Co. Inc. CEO David Murdock and General Counsel C. Michael Carter is a stark reminder of the risks associated with navigating the murky waters of a take-private deal led by a majority shareholder, serving as a cautionary tale to deal-makers and their advisers, experts say.

  • August 27, 2015

    Merck KGaA Sells $2.4B In Bonds To Fund Sigma-Aldrich Buy

    German drug and chemical company Merck KGaA on Thursday said it has sold €2.1 billion ($2.36 billion) in bonds to institutional investors, marking the last capital market transaction needed by the company to finance its $17 billion purchase of Sigma-Aldrich Corp.

  • August 27, 2015

    Deals Rumor Mill: Tesco, Nippon Life Insurance, Dalian Wanda

    MBK Partners and Temasek Holdings could pay $5.9 billion for Tesco PLC's South Korean unit, Nippon Life Insurance Co. may pay $2.5 billion for National Australia Bank Ltd.'s insurance business, and The Dalian Wanda Group Co. Ltd. hopes to raise $1.9 billion through a share listing.

Expert Analysis

  • New Case Clarifies Del.'s Conflicts Committee Approach

    Ethan A. Klingsberg

    Earlier this year, Delaware Vice Chancellor J. Travis Laster, in the El Paso case, concluded that a subsidiary master limited partnership’s conflicts committee had failed to satisfy even a subjective good-faith standard when approving “dropdowns.” In a recent, similar case involving Kinder Morgan, the pendulum swung the other way but with an obvious takeaway, say Ethan Klingsberg and Christopher Austin of Cleary Gottlieb Steen & Hamilton LLP.

  • Tips For Responding To An FTC Subpoena

    Julie A. Flaming

    A subpoena from the Federal Trade Commission can be unnerving and may appear daunting in the scope of its requests. Negotiations with the FTC regarding scope of discovery, time frames and even format of production can assist in reducing the burden for companies, say Julie Flaming and Katie Smith of Nelson Mullins Riley & Scarborough LLP.

  • Key Online Lending Takeaways As Regulators Assess Industry

    Christopher L. Allen

    Regulators are assessing what a well-calibrated online lending regulatory framework may look like — one that balances greater access to credit with appropriate risk management and borrower protections. This may impact investments relating to online lending and the M&A opportunities available to strategically acquisitive bank and nonbank lenders, say attorneys with Arnold & Porter LLP.

  • A Late-Summer Dive Into The HSR Annual Report

    Jack Sidorov

    The recently released Hart-Scott-Rodino annual report, while appropriate beach reading only for insomniacs, provides a useful look at the agencies’ merger enforcement efforts and the operation of the premerger notification program from October 2013 through September 2014, says Jack Sidorov, senior counsel at Lowenstein Sandler LLP and a former U.S. Department of Justice Antitrust Division attorney.

  • Fluor Ruling Is Good News For Calif. Policyholders

    Richard DeNatale

    Last week, in its long-anticipated and unanimous decision in Fluor Corp. v. Superior Court, the California Supreme Court made it significantly easier to transfer insurance rights in corporate acquisitions and reorganizations, placing California squarely in the mainstream view, say Richard DeNatale and Celia Jackson at Orrick Herrington & Sutcliffe LLP.

  • A Look At The Modern Business Judgment Rule

    D. Gordon Smith

    The Delaware courts have made innovative use of the business judgment rule in cases involving takeover defenses, controlling stockholder transactions and stockholder ratifications. The modern business judgment rule is not a one-size-fits-all doctrine, but rather a movable boundary, marking the shifting line between judicial scrutiny and judicial deference, says D. Gordon Smith, professor of law and associate dean at Brigham Young U... (continued)

  • How Regulation A Can Help M&A Practitioners

    Peterson_Christopher_KayeScholer.jpg

    Regulation A may be particularly useful in circumstances where a potential acquirer wants to issue equity securities without registration but the facts of the proposed acquisition limit the availability of the Regulation D exemption, says Christopher Peterson of Kaye Scholer LLP.

  • How To Protect IP In Energy Industry Joint Ventures

    Jennifer Roscetti

    Economically advantageous oil and gas joint ventures come with risks that originate from sharing intellectual property. One common theme of past disputes is the importance of understanding whether a change for your partner — such as forming a joint venture with a competitor or losing control of a subsidiary — means a change for you, say Jennifer Roscetti and Charles Collins-Chase of Finnegan Henderson Farabow Garrett & Dunner LLP.

  • Nondisclosure Agreements Deserve A Closer Look

    Glynna K. Christian

    Nondisclosure or confidentiality agreements are usually based on a trusty template and executed quickly with very little discussion. But in light of heightened sensitivity around confidential information as well as the recent trend toward increased scrutiny of privacy law practices, parties in an M&A transaction must think beyond the “standard” template, say Glynna Christian and Nikki Mondschein of Kaye Scholer LLP.

  • The Evolution Of Specified Reps In Acquisition Finance

    Excerpt from Lexis Practice Advisor
    Matthew Edward Schernecke

    The initial set of specified representations that appeared in the Silver Lake Partners-led acquisition of SunGard Data Systems Inc. was narrow. However, as the concept has become more commonplace across the market, including outside of “large-cap” deals, lenders have sought to include additional representations and warranties as specified representations, says Matthew Edward Schernecke of Morgan Lewis & Bockius LLP.