Mergers & Acquisitions

  • July 29, 2015

    Hotel Sector Hitting M&A Stride Amid Growth, Cheap Money

    The recent mergers and acquisitions boom in hotel operating and investment companies will continue gaining ground in the face of healthy revenue growth, cheap debt and a capital markets environment that makes going public tough for some smaller companies, experts say. 

  • July 29, 2015

    Novartis Spins Off Three Drugs To New UK Biopharma Company

    Novartis AG has sold three midstage clinical drugs to a newly formed U.K.-based pharmaceutical company in exchange for equity, the pharmaceutical giant announced on Wednesday.

  • July 29, 2015

    Deals Rumor Mill: Siemens, Bombardier, ConAgra, Huntsman

    Siemens AG has held early talks to combine its rail unit with Bombardier Inc.’s train business, while ConAgra Foods Inc.'s sale of its private-label food packaging unit has already attracted interest from other packaged foods companies and private equity firms, and Texas chemical company Huntsman Corp. considers selling a stake in its pigment unit through an initial public offering.

  • July 29, 2015

    European Commission OKs Mylan's Hostile Perrigo Takeover

    The European Commission has cleared drugmaker Mylan NV to acquire Irish pharmaceutical company Perrigo Co. PLC, Mylan announced Wednesday, bringing it a step closer to closing the $35.6 billion hostile bid, which Perrigo rejected earlier this year.

  • July 29, 2015

    PE Firm Kelso & Co. Joins US LBM Holdings Ownership Group

    Kelso & Co. has acquired a majority of the equity interests in private equity-owned US LBM Holdings LLC, the companies said Wednesday, adding to Kelso's portfolio a company that provides building materials to builders, remodelers and specialty contractors throughout the U.S.

  • July 29, 2015

    Aircraft Co. TransDigm Drops $325M For Calif. Manufacturer

    Aircraft parts supplier TransDigm Group Inc. said on Tuesday it will buy California-based hydraulic system components manufacturer PneuDraulics Inc. for $325 million, marking another major acquisition for the company this year.

  • July 29, 2015

    Books-A-Million Investor Sues To Halt $21M Buyout Deal

    An investor in retail chain Books-A-Million Inc. launched a lawsuit in Delaware Chancery Court on Tuesday seeking to halt a proposed $21 million takeover by controlling shareholder and Chairman Clyde B. Anderson, arguing that it undervalues the company and that minority stakeholders rejected a similar deal three years ago.

  • July 29, 2015

    Lone Star To Drop $1B Cash On UK Property Developer

    Continuing its acquisitions-fueled expansion in the U.K., private equity firm Lone Star Funds said Wednesday it has agreed to drop £700 million ($1.1 billion) cash on property developer Quintain Estates & Development PLC.

  • July 29, 2015

    PE Firm Great Hill Drops $218M For British HR Software Co.

    British employee engagement software firm Reward Gateway said Wednesday it has been purchased by U.S. private equity firm Great Hill Partners LP for £140 million ($218.8 million) from London-based Inflexion Private Equity, a deal it says will fuel product and geographic expansion.

  • July 29, 2015

    Solvay Inks $5.5B Deal To Buy Composite Maker Cytec

    Belgian chemical company Solvay Group, advised by Davis Polk & Wardwell LLP, has struck a deal to pay $5.5 billion in cash for New Jersey-based composites maker Cytec Industries Inc. in a push to tap the aerospace market and bolster its automotive materials business, Solvay said Wednesday.

  • July 28, 2015

    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 including Cravath Swaine & Moore LLP, Jones Day and Kirkland & Ellis LLP. Here, Law360 takes a look at the ones you might have missed.

  • July 28, 2015

    Caris Employees Get $16.3M After Co. Sharply Devalued Stock

    A Delaware judge said Tuesday that Caris Life Sciences Inc. purposely low-balled its businesses' value by $175 million before a 2011 spinoff and merger, shortchanging a class of employee stockholders by $16.3 million.

  • July 28, 2015

    Garda Must Pay $10M To Ex-Shareholders After Merger Row

    A New York state judge has awarded $10.5 million to Kumiva Group LLC, formerly ATI Services LLC, after finding that armored-car and security company Garda USA Inc. broke the 2007 merger agreement between the two.

  • July 28, 2015

    Deals Rumor Mill: Blackboard, Quiksilver, GE, Syngenta

    Blackboard Inc., a private equity-backed education technology company, explores a sale that will value it around $3 billion, while surf wear retailer Quiksilver Inc. hires a restructuring adviser to help it turn around its business, as General Electric Co. offers to unload assets to an Italian rival with the hopes of scoring antitrust clearance from European regulators for its purchase of Alstom SA's energy business.

  • July 28, 2015

    A Guide To Fluor's Asbestos Coverage Fight With Hartford

    The California Supreme Court will soon deliver its long-awaited decision on whether an obscure state insurance law overrides a 2003 ruling by the court that created a barrier to transferring insurance rights during mergers and corporate restructurings. Here, Law360 recaps Fluor Corp.'s case against Hartford Accident and Indemnity Co. in anticipation of the ruling.

  • July 28, 2015

    Bankrupt F-Squared Gets Nod For August Auction

    A Delaware bankruptcy judge on Tuesday signed off on bidding procedures for F-Squared Investments Inc.'s planned going-concern sale, installing a Cedar Capital affiliate as the stalking horse bidder ahead of a mid-August auction.

  • July 28, 2015

    RBS Plans $2.2B Citizens Follow-On To Pare Stake Below 25%

    In its latest move to streamline assets, Royal Bank of Scotland Group PLC said Tuesday it will sell Citizens Financial Group Inc. shares through another follow-on offering, potentially raising $2.2 billion and paring the restructuring bank's stake in Citizens to less than 25 percent.

  • July 28, 2015

    GE, Alstom Trim $13.6B Deal In EU Antitrust Approval Bid

    French conglomerate Alstom SA has agreed to let General Electric Co. pay €300 million ($331.6 million) less than initially agreed for its power business as part of GE’s attempt to win approval for the deal from European Union antitrust regulators, Alstom said Monday.

  • July 28, 2015

    GKN Buys Fokker For $780M To Expand Aerospace Unit

    GKN PLC said Tuesday that it plans to expand its aerospace division with the purchase of private equity-backed parts supplier Fokker Technologies Group BV in a deal worth €706 million ($780.6 million) including debt.

  • July 28, 2015

    Kirton Nabs Ex-Ballard Vet To Lead European Markets Group

    Kirton McConkie PC has bolstered its new, European markets practice in Salt Lake City with a former Ballard Spahr LLP partner who is experienced in mergers and acquisitions, securities and EB-5 matters and regularly advises clients on European transactions. 

Expert Analysis

  • 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.

  • Drafting Documentation Principles In Acquisition Financing

    Excerpt from Lexis Practice Advisor
    Andrew Bettwy

    Identifying the appropriate precedent documentation is often the key element of documentation principles. In addition, the level of deference given to the precedent documentation is often a heavily negotiated point, say Andrew Bettwy and Glen Lim of Proskauer Rose LLP.

  • Where’s The Exit? New Opportunities In China For PE Firms

    Dean Collins

    With a deepening of China’s A-share market, it has become more attractive for private equity firms to sell their interest in a portfolio company to a Chinese listed company, although it has been unclear how, on account of regulatory constraints, this could be achieved for foreign sellers. A recent transaction has thrown interesting light on this issue, say attorneys with Dechert LLP.

  • Fair Proxy Voting: Why Section 14(a) Needs Scienter

    Caleb J. Bartel

    Section 14(a)’s current interpretation sacrifices early discovery and corrective disclosures for the risk of strike suits having little to do with informed voting. Requiring a showing of scienter in post-closing damages cases will change the wait-and-see incentive by eliminating its benefit, says Caleb Bartel of Irell & Manella LLP.

  • Ex Ante Vs. Ex Post: Janis Joplin’s Yearbook Revisited

    Paul E. Godek

    Fisher and Romaine’s well-known article, “Janis Joplin’s Yearbook and the Theory of Damages,” argues that commercial damages should be measured as of the time the challenged act occurred, an approach that has generally been favored. However, their argument is somewhat contrived, says Paul Godek, principal at MiCRA and a former economic adviser at the Federal Trade Commission.

  • Free Your Advance Notice Bylaws From Ambiguities

    Eduardo Gallardo

    Stockholders pay close attention to advance notice bylaw provisions and are not afraid to use ambiguities to their advantage, and Delaware courts will often construe those bylaws against the drafter and in favor of the stockholder, as seen in Hill International v. Opportunity Partners, say attorneys with Gibson Dunn & Crutcher LLP.

  • Conditionality And Other Considerations In M&A Financing

    Excerpt from Lexis Practice Advisor
    Andrew Bettwy

    Financing conditions in acquisition agreements largely fell out of favor in recent years as sellers increasingly refused to assume financing risk. As a result, buyers have turned their attention to financing commitment conditionality with laser-like focus, say Andrew Bettwy and Glen Lim of Proskauer Rose LLP.

  • A Call For New Approach To Continuous Holder Requirement

    Philip Richter

    Vice Chancellor J. Travis Laster, in a case related to Dell Inc.’s going-private transaction, adopted a “strict” interpretation of the continuous holder requirement while suggesting that the Delaware Supreme Court overrule the holding and adopt a different approach. Nevertheless, the decision may immediately affect stockholders’ access to appraisal rights, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.