Mergers & Acquisitions

  • December 18, 2014

    Australia's NSW To Raise $16.3B For Roads Via Power Lease

    Australia’s New South Wales government said Thursday that it plans to lease nearly half its electricity network to raise AU$20 billion ($16.3 billion) to pay for upgrades to roads, rail and related projects across the state, pending election results.

  • December 18, 2014

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

    With so much M&A news this week, you may not have seen some announced deals involving several law firms like Willkie Farr, Reed Smith, Gibson Dunn and others. Here, Law360 takes a look at the ones you might have missed.

  • December 18, 2014

    Kellogg Ups Ante With $140M Bid For Egyptian Biscuit Co.

    Kellogg Co. on Thursday again raised its offer, to about $140 million, for Egyptian biscuit maker Bisco Misr in a bidding war with rival buyer The Abraaj Group, which has been battling Kellogg since July. 

  • December 18, 2014

    Aer Lingus Rejects Intl. Airlines Group Takeover Bid

    Irish flight carrier Aer Lingus Group PLC said on Thursday it rejected a takeover bid by British Airways-parent International Airlines Group, saying that it "fundamentally undervalued" the company.

  • December 18, 2014

    Merck Will Drop Up To $375M On Cancer Treatment Co.

    New Jersey-based Merck & Co. Inc. has scooped a research company developing a drug to treat blood-based cancers for a potential sale price of $375 million, according to a statement released Thursday.

  • December 18, 2014

    FaegreBD Reps Couche-Tard In $1.7B Convenience Store Deal

    Faegre Baker Daniels LLP guided Alimentation Couche-Tard Inc. in a $1.7 billion deal announced Thursday to acquire rival The Pantry Inc., expanding the Canadian convenience store company's holdings in the Southeastern U.S.

  • December 18, 2014

    Roberto Cavalli Inching Toward Long-Awaited PE Deal

    Famed fashion house Roberto Cavalli appears on track to have finally found a private equity backer, after spending years in a fruitless search for a buyer, after Italy's Clessidra SGR said Wednesday it has entered exclusive talks to take a majority stake.

  • December 18, 2014

    Italy's Gtech To Buy Back $920M Bond Ahead Of Merger

    Italian lotto and gaming company Gtech SpA is buying back a €750 million ($921 million) interest deferrable bond due 2066, related to its July agreement to hold a $4.7 billion merger with Las Vegas-based International Game Technology Inc., Gtech said on Thursday.

  • December 18, 2014

    Simpson Thacher Guides $2.9B Apax Orange Exit

    Apax Partners LP said on Thursday that it would sell Swiss mobile phone group Orange Communications SA for 2.8 billion Swiss franc ($2.86 billion) — a 40 percent premium to what the U.S. private equity shop paid for the company just three years ago — in a deal shaped by Simpson Thacher & Bartlett LLP.

  • December 17, 2014

    C&J Energy Asks Court To Ax Voting Ban In $2.9B Nabors Deal

    C&J Energy Services Inc. urged Delaware's Supreme Court Wednesday to undo a 30-day injunction preventing the oil field company from holding a shareholder vote on a proposed $2.9 billion merger with the hydraulic fracturing and well-sealing units of Nabors Industries Ltd., saying the Chancery Court erred by ordering the freeze.

  • December 17, 2014

    Trinity Health Adds 3 NE Hospitals To National Network

    Catholic health care system Trinity Health Corp. said Wednesday it has reached an agreement to acquire Saint Francis Care, adding the Connecticut-based, three-hospital organization to its nationwide network.

  • December 17, 2014

    Deb Stores Gets Nod For Bankruptcy Auction Plans

    A Delaware bankruptcy judge agreed Wednesday to approve Deb Stores Holding LLC's auction strategy, which would have the women's apparel retailer liquidate unless a better going-concern offer pops up, but said he would be willing to tweak parts of the process if problems emerge along the way.

  • December 17, 2014

    Apollo Pays $572M For Stake In Leighton Services JV

    Leighton Holdings Ltd., Australia’s largest construction company, brought on board private equity giant Apollo Global Management to operate its services businesses as a joint venture, with Apollo dropping AU$700 million ($572.2 million) for its stake.

  • December 17, 2014

    Allergan Investors Accuse Valeant, Pershing Of Takeover Plot

    Valeant Pharmaceuticals International Inc. illegally fed Pershing Square Capital Management LP inside information about its attempted $55 billion takeover of Allergan PLC in exchange for the hedge fund’s support, a proposed class of investors alleged Tuesday in California federal court.

  • December 17, 2014

    Advent, Avista Drop $1.5B Drug Co. Buy Amid FDA Scrutiny

    Private equity firms Advent International and Avista Capital Partners have dropped their $1.5 billion deal to buy the U.S. generic-drug business of UCB SA, as regulators raise questions about the unit's generic version of the attention deficit drug Concerta.

  • December 17, 2014

    Brazil's Cielo To Issue $1.28B To Fund JV With Bank

    Brazilian payment processor Cielo SA said Wednesday that it will privately issue 3.46 billion reais ($1.28 billion) in debt to help pay for its 70 percent share of a joint venture with state lender Banco do Brasil that will manage credit and debit card transactions.

  • December 17, 2014

    PetSmart Details Financing Plan, Breakup Fee For $8.7B Sale

    PetSmart Inc. connected some dots in its planned $8.7 billion sale to private equity titan BC Partners in a Tuesday filing that gave a financing breakdown and revealed the breakup fee attached to the biggest leveraged buyout of the year.

  • December 17, 2014

    Reps & Warranties Insurance Dominates 2014 PE Deal Talk

    Deal trends come and go, but nothing has charged onto the scene quite as quickly and broadly as so-called reps and warranties insurance, a liability policy that attorneys agree topped the charts in 2014, with proposals for its use made in most deal auctions.

  • December 17, 2014

    Philips Puts Down $1.2B For Medical Device Manufacturer

    Royal Philips agreed to buy medical device maker Volcano Corp. for $1.2 billion, it said Wednesday, marking its biggest health-related acquisition in more than a half-decade and also relieving activist pressure on California-based Volcano to shake up its strategy.

  • December 17, 2014

    Sheridan Rakes In $1.5B For US Oil, Gas Acquisitions

    Touting an expanded war chest, private equity-backed energy investor Sheridan Production Partners said Wednesday that it raised $1.5 billion through its third fund to acquire onshore U.S. oil and gas properties, hoping to seize opportunities presented by declining oil prices. 

Expert Analysis

  • What Happens When Legal Aid Cuts Stimulate Pro Bono?

    Kevin J. Curnin

    The bad news coming out of the European Pro Bono Summit in November was the rising toll of heavy cuts to public legal aid in England. From this crossroad, there is a lot to be learned about the relationship between public and private assistance, the direction of legal help for the poor in the EU, and whether the American legal aid/pro bono experience offers a road map for what’s next in Europe, says Kevin Curnin of the Association ... (continued)

  • Option Deals For Biotech: Ensuring They Are Enforceable

    Brian Goldstein

    While many biotech founders and investors believe their scientific efforts will generate substantial value, big pharma is often unwilling to pay significant sums to acquire products before significant derisking is undertaken — to bridge this gap, big pharma and early-stage biotech companies have turned to option deals to accomplish their respective goals, says Brian Goldstein of Choate Hall & Stewart LLP.

  • Chancery Court Speaks To Underlying Reality of Influence

    John E. Sorkin

    In Zhongpin Inc. Stockholders Litigation, the Delaware Chancery Court found the plaintiffs had pled sufficient facts to raise an inference that company founder, chairman and CEO Xianfu Zhu was a controlling stockholder — even though he owned only 17 percent of the stock and had not controlled the directors’ decision relating to his going-private bid. A greater willingness to cooperate in the transaction would have advantaged Zhu's ... (continued)

  • Key Changes To ISS And Glass Lewis Voting Guidelines

    Teri E. O’Brien

    Proxy advisory firms Institutional Shareholder Services and Glass Lewis & Co. recently released updates to their respective voting guidelines for the 2015 proxy season. Paul Hastings LLP attorneys have mapped out the key changes.

  • FTC Centennial: How Health Care Antitrust Has Evolved

    Dionne Lomax

    In the 100 years since the Federal Trade Commission was established, the delivery of health care services — a profession some once argued should be exempt from antitrust scrutiny — has become one of the FTC's primary enforcement priorities. As the FTC embarks upon its second century, there are at least four emerging trends in health care antitrust enforcement, says Dionne Lomax of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • 3 Questions To Ask Yourself Before Hiring Appellate Counsel

    David Axelrad

    In the classic case, a client and his attorney seek appellate counsel after the trial court proceedings are concluded. But these days, “classic cases” are few and far between — more and more, appellate lawyers assist in the trial court with preservation of the appellate record and compliance with the many technical rules of appellate procedure, says David Axelrad of Horvitz & Levy LLP.

  • What Lawyer-Novelists Learned From Being Lawyers

    Michael H. Rubin

    The consensus that emerged from my discussions with several lawyers who have become best-selling novelists is that the traits it takes to be a great lawyer are invaluable in crafting first-rate mysteries and thrillers. Both thriller authors and lawyers possess a concentrated attention to detail that allows them to create a logical framework for their story, brief or courtroom presentation, says Michael Rubin of McGlinchey Stafford PLLC.

  • Looking At Anti-Dilution Rights For Minority Stockholders

    Excerpt from Lexis Practice Advisor
    James C. Kardon

    State corporate laws usually contain anti-dilution protections for holders of common stock in the event of potentially dilutive structural transactions. Comparable protections are not generally available for holders of convertible securities, however, and therefore anti-dilution mechanisms must be set forth explicitly, say James Kardon and Don Grubman of Hahn & Hessen LLP.

  • Ralls May Give Foreign Investors More Leverage With CFIUS

    Stewart Baker

    The D.C. Circuit's opinion in Ralls Corp. v. Committee on Foreign Investment in the U.S. triggered a lot of commentary, much of which has focused on the constitutional due process headline regarding the presidential order. But another holding may be of more import — that Ralls can attack the validity of two orders issued by CFIUS prior to the presidential order, say Stewart Baker and Stephen Heifetz of Steptoe & Johnson LLP.

  • Bidder-Activist Collaboration Will Continue To Evolve

    Philip Richter

    The bidder-activist model as structured by Valeant Pharmaceuticals International and Pershing Square will probably not be generally followed. However, an alternative collaboration model would avoid the uncertainty about insider trading compliance and have other significant advantages over the Pershing Square-Valeant model, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.