Mergers & Acquisitions

  • January 30, 2015

    SHV Raises Nutreco Bid Past €3B To Woo Holdout Investors

    Dutch conglomerate SHV Holdings said Friday that it raised its takeover bid for Dutch animal feed company Nutreco from €44.5 per share to €45.25 per share, valuing the company at €3.04 billion ($3.43 billion) and winning over some holdout investors a month after rival bidder Cargill Inc. threw in the towel.

  • January 30, 2015

    Texas Industries' Settlement In $2.7B Merger Row Gets OK

    A Texas federal judge on Friday preliminarily approved a settlement in an investor class action alleging Texas Industries Inc.’s $2.7 billion sale to Martin Marietta Materials Inc. undervalued the Texas cement maker while lining board members' pockets.

  • January 30, 2015

    Deals Rumor Mill: Maersk, Marquette Transportation, Dick's

    AP Moller-Maersk has opened up discussions with "Asian shipbuilders" concerning a possible $1.5 billion purchase of as many as 10 container mega-ships, while U.S. towboat operator Marquette Transportation Co. LLC is looking into a sale that could value the company at upwards of $1 billion.

  • January 30, 2015

    Blackstone Bankrolls New Heavy Equipment Group

    Private equity firm The Blackstone Group LP has agreed to provide financial backing for a new group called Utility One Source, which will comprise three family-owned heavy equipment companies and serve the energy and infrastructure industries, the companies said Friday.

  • January 30, 2015

    Deloitte Beats Some UK Misconduct Claims In MG Rover Row

    Deloitte LLP has won a partial appeal against the U.K. Financial Reporting Council over its alleged failure to properly manage conflicts of interest in advising MG Rover Group Ltd., which went bankrupt in 2005, and will now face only five of the original 13 misconduct rulings against it.

  • January 30, 2015

    Chancery Finds Stock Price Fair In $1.6B Deal

    A Delaware Chancery judge ruled Friday that the $32-per-share price in the $1.6 billion buyout of by a private equity firm was indeed fair value for the merger, rejecting an argument by several hedge fund shareholders that the deal should have been valued at up to $47 per share.

  • January 30, 2015

    Revel Creditors Make Peace With $125M Bankruptcy Loan

    Lawyers for the Revel Casino Hotel’s unsecured creditors announced a last-minute settlement Friday with bankruptcy lender Wells Fargo NA that hands them a better return in exchange for their support of a strenuously contested $125 million financing package.

  • January 30, 2015

    REIT Issues $1.45B Debt To Help Fund $3B Cole Acquisition

    Select Income REIT has priced $1.45 billion in bonds staggered over 10 years, with plans to use the proceeds to cover bridge loans and other lending that helped pay for its $3 billion acquisition of Cole Corporate Income Trust.

  • January 30, 2015

    HAS Capital Nabs $412M In Manufactured Housing ABS

    Real estate-focused private equity group HAS Capital LLC on Friday said that it has agreed to acquire $412 million worth of interests in certain asset-backed securities, structured financings and manufactured housing related assets from Origen Financial Inc.

  • January 30, 2015

    India Sells 10% Stake of Coal India Ltd. For $3.6 Billion

    India's government launched a sell-off of 10 percent of Coal India Ltd., the world's largest coal producer, raising $3.6 billion on Friday, amid labor protests opposed to the move, according to filings with the Indian exchange.

  • January 30, 2015

    M&A Group Of The Year: Jones Day

    Jones Day’s merger and acquisitions group stood behind a number of 2014’s most complex blockbuster deals, including a trio of transactions related to Reynolds American Inc.’s $24.7 billion purchase of Lorillard Inc., landing a spot among Law360’s M&A Groups of the Year.

  • January 30, 2015

    Treasury's Inversion Rules Still Leave Lingering Questions

    The U.S. Department of the Treasury and Internal Revenue Service recently tightened their anti-inversion rules to reduce tax advantages for companies that move their headquarters abroad, but attorneys want more answers on how U.S. companies who make distributions beforehand may be treated, experts said Friday.

  • January 30, 2015

    Jay-Z Swipes At Spotify With $56M Music Streaming Co. Buy

    Rap mogul Jay-Z expanded his business empire into music streaming on Friday with the $56 million purchase of Aspiro AB, an up-and-coming competitor to streaming giant Spotify AB best known for its Wimp and Tidal services.

  • January 30, 2015

    Taxation With Representation: Skadden, Wachtell, Davis Polk

    In this week’s Taxation With Representation, a Skadden Arps Slate Meagher & Flom LLP attorney assists Yahoo Inc. with a storied tax-free spinoff of its Alibaba stake while other firms assist with some massive mergers and acquisitions in the reinsurance and midstream oil and gas sectors.

  • January 30, 2015

    Fed Rule Would Allow More Banks To Rely On Debt Funding

    The Federal Reserve on Thursday issued a proposed rule that would expand the number of smaller banks allowed to operate using a higher level of debt than other larger institutions, enacting a December law that had the support of key regulators.

  • January 30, 2015

    DLA Piper Bolsters Singapore Outpost With M&A, Energy Pros

    DLA Piper bolstered its Singapore office with a trio of attorneys from Gibson Dunn and Jones Day specializing in capital markets, mergers and acquisitions, energy and project finance, the firm announced.

  • January 30, 2015

    FXCM Swallows Poison Pill After Swiss Franc Jump

    FXCM Inc. on Friday said it has adopted a shareholder rights plan that takes effect if 10 percent of its shares are acquired by another company, in a move to stave off a potential hostile takeover after the company suffered huge losses due to the sudden rise in value of the Swiss franc.

  • January 30, 2015

    Qatar Airways Grabs $1.7B Stake In British Airways Parent

    Qatar Airways on Friday deepened its ties to several European carriers when it unveiled a 9.9 percent stake, worth $1.7 billion, in the company that owns British Airways and other airlines well-established in the region.

  • January 30, 2015

    Valeant Eyes $296M Prostate Drug In 1st Post-Allergan Play

    In its first major deal since Allergan Inc. thwarted its blockbuster takeover campaign last year, Valeant Pharmaceuticals International Inc. said late Thursday it has struck a tentative agreement to buy a prostate-cancer treatment and other assets from bankrupt Dendreon Corp. for $296 million.

  • January 29, 2015

    Rexam Claims Plastics Co. Broke Pension Pact In $135M Sale

    British packaging company Rexam PLC lodged a lawsuit Thursday in Delaware Chancery Court, claiming Berry Plastics Corp. is violating a $135 million deal to buy one of Rexam's business lines by doing an about-face and refusing to accept transfer of some pension responsibilities.

Expert Analysis

  • 10 Significant 2014 Developments Affecting Private M&A

    Diane Holt Frankle

    A 2014 decision provides guidance to parties on what constitutes a pending or threatened action by a third party that may form the basis for an indemnifiable claim, and the scope of notice required to make a claim. This and other legal developments are important for buyers and sellers to consider when negotiating, structuring and drafting agreements for private mergers and acquisitions, say attorneys with Kaye Scholer LLP.

  • Key Questions When Selecting E-Discovery Vendors

    David Houlihan

    While e-discovery remains a critical pain point in litigation, the "solutions" supporting its processes continue to evolve. In order to help organizations navigate the sea of options, we conducted research with 21 organizations across e-discovery market segments to understand the factors involved in successful e-discovery investments, says David Houlihan of Blue Hill Research Inc.

  • Concierge Medicine Market Offers Investment Opportunities

    Amber McGraw Walsh

    Although still a relatively young industry, concierge medicine has already established itself as a potential growth area for lower middle-market private equity firms. The implementation of the Affordable Care Act promises a further crunch on the caseloads of primary care physicians, which is likely to increase demand for concierge services, say attorneys with McGuireWoods LLP.

  • Increasing Deference To Boards — But Not 'Anything Goes'

    Robert C. Schwenkel

    Over the past year, Delaware courts have continued a trend in their opinions toward increased judicial deference to the decisions of independent and disinterested directors. What has changed is the lens through which the courts view, and thus apply, the fundamental ground rules for review of a sale process, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Inversion Rules Could Apply To Inbound Structures

    Jeffrey L. Rubinger

    In the wake of a recent IRS private letter ruling, many commentators have cited the ruling for the proposition that, in an inbound situation, a foreign-to-foreign F reorganization would not trigger the Section 7874 inversion rules. This seems to be an overbroad reading of the ruling, say attorneys with Bilzin Sumberg Baena Price & Axelrod LLP.

  • 2 Del. Decisions Offer Nuanced Guidance On Revlon Duties

    William P. Mills

    Careful analysis of two separate Delaware decisions reveal guidance on how boards should undertake to satisfy their Revlon duties in the context of a change-of-control transaction, and each case makes clear that a court will be reluctant to second-guess a target board’s reasonable judgment absent a basis to question its motivations, say attorneys with Cadwalader Wickersham & Taft LLP.

  • China's Draft Foreign Investment Guidance Is Encouraging

    Woon-Wah Siu

    The draft of China's new Foreign Investment Guidance Catalogue lifts restrictions on foreign investment in dozens of service and general manufacture industries and would relax Chinese ownership requirements. Although foreign investors still would have to operate in some of these industries through Sino-foreign joint ventures, control by the Chinese partners would no longer be required, say Woon-Wah Siu and Liang Tao of Pillsbury Wi... (continued)

  • A Data Security Checklist For Companies Hiring Law Firms

    Jenn Topper

    We trust our law firms with huge amounts of data, whether in or out of discovery, investigations or litigation. All too often, we have relied on privilege, confidentiality and attorney ethics as a proxy for data protection and information security. But in fact, law firms ought to be held to a much more stringent standard — and in-house counsel would be wise to begin with a number of specific inquiries, says legal industry consultan... (continued)

  • Medtronic Deal Highlights FTC Focus On Future Competition

    Dionne Lomax

    As evident in a recent divesture settlement over Medtronic Inc.’s $42.9 billion acquisition of Covidien PLC, the Federal Trade Commission continues to reach forward and predict the future of competition in health care and life sciences transactions. Its ability to do so is facilitated, in part, by the U.S. Food and Drug Administration regulatory process, say Dionne Lomax and Timothy Slattery of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Entire Fairness Or Business Judgment? It’s Anyone’s Guess

    Maurice Pesso

    The determination of who is a “controlling shareholder” is significant because in most merger challenges, a finding of “control” means the defendants will not be entitled to the protection of the business judgment rule, and will instead be subject to the more plaintiff-friendly “entire fairness standard.” However, there is uncertainty regarding what constitutes a “controlling shareholder,” as highlighted in recent back-to-back Dela... (continued)