Mergers & Acquisitions

  • March 30, 2015

    DH Buys Banking Software Co. Fundtech In $1.25B Cash Deal

    Canadian financial technology provider DH Corp. will shell out $1.25 billion in cash to buy Fundtech Ltd. — which sells payments and transaction banking software — from private equity firm GTCR, the companies said in Monday statements.

  • March 30, 2015

    RadioShack Judge Urges Peace As Sale Fight Enters 3rd Day

    A Delaware bankruptcy judge questioned Monday whether RadioShack Corp. would be able to survive as a going concern even if he approves a proposed transaction with Standard General LP that aims to keep open more than 1,700 stores, voicing worries that the sale won't close if the fierce fighting continues.

  • March 30, 2015

    Rising Star: Hunton & Williams' Steven Haas

    Just a decade out of law school, Steven M. Haas of Hunton & Williams LLP has handled a series of mergers and acquisitions while also establishing himself as a thought leader through dozens of published articles and as a co-author of a corporate governance treatise, earning him a spot among this year’s Law360 M&A Rising Stars.

  • March 30, 2015

    Sprint Pays $131M To Hang Up On Nextel Merger Suit

    Sprint Nextel Corp. agreed Monday to pay $131 million to settle a shareholder class action against the company and several former top executives over stock losses investors allegedly suffered during the company’s $37.8 billion merger with Nextel in 2005.

  • March 30, 2015

    Del. Justices Nix NorthPointe's $15M Award In Contract Row

    The Delaware Supreme Court on Friday tossed a $15.1 million award to NorthPointe Capital LLC managers in a breach of contract dispute stemming from their $25 million buyout of Nationwide Mutual Insurance Co.’s controlling stake in NorthPointe, saying that a lower court muddied the contract terms.

  • March 30, 2015

    Deals Rumor Mill: Warburg Pincus, Guangdong, KIC

    Just two years after closing an $11.2 billion global fund, private equity outfit Warburg Pincus is ready to raise $12 billion for a new fund, while China's Guangdong Rising Assets Management has made a takeover offer for PanAust Ltd. that values the Australian mining company at $860 million.

  • March 30, 2015

    The 2015 Rising Stars, By Firm

    Law360's Rising Stars recognizes attorneys under 40 who have demonstrated outstanding career accomplishments. This year, King & Spalding LLP and Sidley Austin LLP led the pack with seven Rising Stars each, followed by Gibson Dunn and Sullivan & Cromwell LLP with six Rising Stars each, and Jones Day and Kirkland & Ellis LLP with five Rising Stars apiece.

  • March 30, 2015

    St. Luke's Asks 9th Circ. To Rehear FTC Merger Challenge

    St. Luke’s Health System Ltd. has asked the full Ninth Circuit to reconsider siding with the Federal Trade Commission and forcing it to divest a local physician practice group, arguing that the panel should have weighed the deal's benefits for patient care against any alleged anticompetitive effects.

  • March 30, 2015

    Kuwait Fund Pays $550M For 25% Stake In Gas Natural Spinoff

    Spanish gas and electricity utility Gas Natural SDG SA, better known as Gas Natural Fenosa, said Monday that it will sell for $550 million a 25 percent stake in its Global Power Generation spinoff to the Kuwait Investment Authority's infrastructure arm.

  • March 30, 2015

    EU Requires Antitrust Fixes On $13.4B Zimmer-Biomet Deal

    The European Commission said Monday it has approved Zimmer Holdings Inc.’s planned $13.4 billion acquisition of Biomet Inc. from a group of private equity firms provided Zimmer sells off a trio of knee and elbow implant businesses to ease competition concerns.

  • March 30, 2015

    Novartis, Aduro Ink $750M Cancer Drug Development Deal

    Swiss drugmaker Novartis AG forged a partnership with pancreatic cancer immunotherapy developer Aduro Biotech Inc., agreeing Monday to pay up to $750 million as venture capital-backed Aduro advances its drug pipeline in the runup to a U.S. initial public offering.

  • March 30, 2015

    Horizon Pharma To Buy Hyperion Therapeutics For $1.1B

    Irish drug company Horizon Pharma PLC said Monday it has agreed to buy California biotech Hyperion Therapeutics Inc. for $1.1 billion cash, adding revenue-generating orphan disease products to its portfolio, continuing a spate of acquisitions impacting the pharmaceutical industry.

  • March 30, 2015

    Fortune Brands Reaches $600M Deal For Cabinet Maker

    Brand-name home products company Fortune Brands Home & Security Inc. will pay roughly $600 million to acquire kitchen and bath cabinet manufacturer Norcraft Companies Inc., the companies said Monday.

  • March 30, 2015

    5 Ways To Deal With The Next Capital Markets Downturn

    Although the capital markets have been particularly robust in the past few years with high-valuation initial public offerings and steady deals on the debt and equity markets, there can still be periods where the markets grow cold and deal flow trickles, leaving attorneys in a lull. Here, Law360 highlights five ways that capital markets attorneys can contend with a slowdown.

  • March 30, 2015

    DirecTV Can't Cut Itself From $10B Bias Suit, Group Says

    The National Association of African-American Owned Media told a California federal court Friday that DirecTV Inc. should not be allowed to sever itself from a $10 billion suit accusing it and prospective buyer AT&T Inc. of discriminating against African-American-owned companies, saying the satellite provider's request is premature.

  • March 30, 2015

    Greenberg Guides Amaya’s $375M Cadillac Jack Sale

    Canadian gaming company Amaya Inc. said Monday that it will sell gaming machine supplier Cadillac Jack Inc. to an affiliate of private equity firm Apollo Global Management LLC for CA$476 million ($375 million) in a cash-and-debt deal guided by Greenberg Traurig PA.

  • March 30, 2015

    Teva To Buy US Biotech Auspex Pharma In $3.2B Drug Merger

    Israeli-based Teva Pharmaceutical Industries Ltd. said Monday it will buy California biotech Auspex Pharmaceuticals Inc. for $3.2 billion cash, bolstering its central nervous system pipeline as high-stakes deals continue to shake up the drug landscape.

  • March 30, 2015

    UnitedHealth Unit To Pay $12.8B For Catamaran

    UnitedHealth Group Inc.’s pharmacy business is acquiring pharmacy benefit management provider Catamaran Corp. in a $12.8 billion deal announced Monday that expands UnitedHealth's PBM business to keep pace with competitors.

  • March 29, 2015

    Law Firm Slater And Gordon To Pay $948M For Quindell Unit

    Australian law firm Slater and Gordon Limited said Sunday it will buy the professional services division of technology and outsourcing company Quindell PLC for AU$1.2 billion cash ($948.1 million) partly through new shares, hailing the deal as key to becoming the top personal injury law group in the UK.

  • March 29, 2015

    Dufry To Buy World Duty Free In $3.9B Airport Retail Deal

    Travel retailer Dufry AG plans to buy rival World Duty Free Group from owner Edizione SRL in a debt and equity deal including a rights offering announced Sunday that values the target company at €3.6 billion ($3.9 billion), combining two Europe-based global airport shop owners.

Expert Analysis

  • Mediation And The Thorny Issue Of Settlement Authority

    Douglas H. Flaum

    Many mediation orders state that attendees must have “full settlement authority” without providing clarity as to what that term actually means. Attendance by just outside counsel or a corporate spokesperson is not enough, even if someone else with full settlement authority is just a phone call or keystroke away, say Douglas Flaum and Kevin Broughel of Paul Hastings LLP.

  • China’s New Tax Regulation Complicates Offshore M&A Deals

    Niping Wu

    The recently issued Bulletin 7 will have a major impact on how offshore merger and acquisition transactions involving Chinese underlying assets are to be negotiated and conducted. As the risk for buyers, as withholding agents, to be held ultimately “wrong” has become much higher, it may not be easy to align the interests of buyers and sellers, says Niping Wu of Fenwick & West LLP.

  • FTC’s Nonpublic Investigations Aren't Always Nonpublic

    Joe Ostoyich

    The Federal Trade Commission is required to preserve the confidentiality of the existence of its investigations and all of the company information and witness testimony obtained during its investigations. Yet a detailed internal report of the FTC staff’s investigation of Google Inc. for antitrust violations recently became front-page news. And unfortunately this disclosure was not an isolated occurrence, say attorneys with Baker Botts LLP.

  • What Experts Can Say About Inadmissible Facts During Trial

    Jason McDonell

    For reliance material that is not admitted on the stand, consider bolstering the testimony by having the expert describe the evidence generally, but in a way that signals to the jury that the expert has a strong foundation of supporting facts and data. If done well, such testimony can open the door to admitting the evidence, say Jason McDonell and Heather Fugitt of Jones Day.

  • What Investors Can Learn From States' Health Initiatives

    Geoff C. Cockrell

    The Centers for Medicare and Medicaid Services’ Innovation Center has granted states more than $960 million for health care systems and delivery development through its State Innovation Models Initiative. A health care funding program of this magnitude provides private investors with valuable information and cues for future investment, say attorneys with McGuireWoods LLP.

  • How Appraisal Statute Amendments Would Affect Mergers

    Philip Richter

    Proposed amendments to the Delaware appraisal statute — like courts’ recent increased reliance on the merger price in determining fair value — will not significantly discourage appraisal overall so much as it will further drive activity toward strong appraisal claims, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Omnicare: Good News For Issuers But Questions Remain

    Brian T. Glennon

    The U.S. Supreme Court’s highly anticipated Omnicare decision provides much-needed clarification as to when a statement of opinion can give rise to Section 11 liability and, to the relief of securities issuers, when it cannot. But the court did not directly address important issues regarding how the Omnicare analysis will be applied, including when an omission may give rise to Section 11 liability, say attorneys with Latham & Watkins LLP.

  • Avoiding Tax Inefficiencies In M&A Integration

    Elan P. Keller

    The technical provisions of an acquisition agreement turn into harsh reality when the IRS knocks on the doors of a combined taxpayer a couple of years after the transaction closed. The seller is now nowhere to be found, or the IRS combines preclosing audit issues with post-closing issues, which makes the lines of indemnification substantially blurry, says Elan Keller of Kaye Scholer LLP.

  • Antitrust's Attempt At Healthy Competition In Health Care

    Lori Lustrin

    Just as soon as the ink dried on the Affordable Care Act, the Federal Trade Commission and state attorneys general stepped up efforts to strike down anti-competitive mergers in the health care sector. This, in turn, has led many providers to feel conflicted between their desire to achieve economic efficiencies through mergers and consolidations and reluctance to risk antitrust liability. But hope is not lost, says Lori Lustrin of B... (continued)

  • Reducing M&A Costs Through Seller Due Diligence

    Bradley S. Austin

    Many sellers — particularly private equity sellers and those running auctions — now consider providing vendor due diligence reports to potential buyers, speeding up the sale process and maintaining greater control over diligence. VDDRs can also contribute to the efficiency of an auction process with a “stapled insurance package,” removing another potential gap in negotiations, say attorneys with McGuireWoods LLP.