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Mergers & Acquisitions
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May 16, 2013
Glencore Tightens Hold On Merged Co. As Xstrata Execs Axed
Glencore PLC tightened control over its newly expanded commodities empire on Thursday as shareholders voted out legacy directors from Xstrata PLC, whose grueling $33 billion tie-up with Glencore — billed as a merger of equals — closed just two weeks ago.
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May 16, 2013
Deals Rumor Mill: Marine Harvest, Actavis, Elliott Management
Marine Harvest could ratchet up its bid for rival fish farmer Cermaq past the current $1.7 billion mark if the target company agrees to make certain concessions in the deal, while activist hedge fund Elliott Management continues on its tear this proxy season with new plans to shake up yet another company.
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May 16, 2013
Hess Makes 11th-Hour Deal To End Elliott Proxy Fight
Hess Corp. will add three directors nominated by Elliott Management Corp. and six new independent directors, ending a long-running proxy contest just hours before Thursday's shareholder vote after the early tally showed Elliott's slate in the lead.
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May 16, 2013
Tokyo Court Nixes Creditor Appeal Of $2B Elpida-Micron Deal
Micron Technology Inc. nudged closer to completing its $2 billion acquisition of bankrupt rival Elpida Memory Inc. on Wednesday after a Japanese court rejected an appeal from bondholders challenging Elpida's reorganization plan and the underlying merger between the chipmakers.
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May 15, 2013
Biolitec Wants Judge Booted In AngioDynamics Row
German medical laser maker Biolitec AG sought to disqualify a Massachusetts federal judge from its intellectual property indemnification dispute with medical device manufacturer AngioDynamics Inc. on Wednesday, after he allegedly compared Biolitec’s merger in violation of his preliminary injunction to spitting on the court.
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May 15, 2013
Jones Day Reps DDR In Deal For $1.5B Mall Stake
Shopping center owner DDR Corp. will pay $1.46 billion to buy Blackstone Real Estate Partners VII's 95 percent common equity ownership interest in 30 of the 44 malls the companies own through an existing joint venture, DDR said Wednesday.
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May 15, 2013
Shearman Snags 3 Weil Attorneys For London PE Team
Shearman & Sterling has nabbed three partners from Weil Gotschal & Manges for its private equity team in London, including two merger and acquisition whizzes and an investment expert, the firm announced Wednesday.
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May 15, 2013
No Market Check? No Problem
A Delaware judge effectively blessed the sale of Plains Exploration & Production Co. last week even though Plains never looked for a higher bid — a reminder that boards have a lot of leeway in crafting an arms-length deal, even if shareholders don't like it, attorneys say.
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May 15, 2013
Edwards Wildman Plants Flag In Turkey With Local Aid
Edwards Wildman Palmer LLP plans to enter the Turkish legal market with an exclusive partnership with a local mergers-and-acquisitions outfit, the firm announced Wednesday.
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May 15, 2013
Total Acquires Rival Shell's Egyptian Gas Retail Network
Total SA has purchased rival Royal Dutch Shell PLC's fuel retail network in Egypt in a deal that bolsters Total's efforts to ramp up exploration and production operations in Africa, Shell announced Wednesday.
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May 15, 2013
TransDigm Puts Up $286M For Fellow Aircraft Parts Maker
Defense and civilian aerospace contractor TransDigm Group Inc. on Wednesday said it has agreed to buy Arkwin Industries Inc., a manufacturer of hydraulic aircraft parts, for $286 million in cash, expanding its reach on numerous platforms and engine applications.
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May 15, 2013
JC Flowers Puts Up $1.2B For British Debt Collector
Private equity firm J.C. Flowers & Co. LLC will swallow up British debt collector Cabot Credit Management in a deal with AnaCap Financial Partners LLP reportedly worth more than $1 billion, the firm's latest move to crack deeper into the U.K., the seller said Wednesday.
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May 15, 2013
Monomoy Cut Auto Co. Out Of Acquisition, NY Court Told
A Cleveland auto parts manufacturer's attorney told a New York state appeals court Wednesday that private equity firm Monomoy Capital Partners LP should face allegations it went behind the company's back to cut it out of a developing deal to buy another automotive supplier.
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May 15, 2013
FTC Wins Restraining Order In $195M Phoebe Merger Fight
A Georgia federal judge on Wednesday temporarily blocked Phoebe Putney Health System Inc. from further integrating its operations with a nearby rival, a ruling that comes in the Federal Trade Commission's antitrust challenge of the now-consummated $195 million acquisition.
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May 15, 2013
Citi Brings In $1.4B For Brazilian Credit Card Unit
Citigroup Inc. has agreed to unload its Brazilian consumer finance operations to Brazil's largest private-sector bank, Itau Unibanco Holding SA, for roughly 2.8 billion reals ($1.38 billion) in cash, the companies said Tuesday.
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May 15, 2013
HIG Europe Scoops Up Nordic Consumer Loan Business
The European offshoot of Miami-based private equity outfit H.I.G. Capital LLC will scoop up Web-based consumer loan provider Freedom Finance Nordic, its first major play in Scandinavia as it looks to beef up holdings in the region, the firm said Wednesday.
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May 15, 2013
Deals Rumor Mill: Sinopec, Siemens, Activision
Sinopec is ready to gain big through its engineering unit's anticipated $1.9 billion initial public offering, while Activision has hit a brick wall in talks with parent company Vivendi SA over the terms of a major share buyback that could be worth as much as $10 billion.
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May 15, 2013
True Religion Shareholders Sue To Block $835M Buyout
True Religion Apparel Inc. and its board threw shareholders under the bus when they agreed to let TowerBrook Capital Partners take the designer jeans company private for $835 million, a proposed class of California shareholders alleged Tuesday.
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May 15, 2013
Baring PE Asia Pays $258M For Stake In Lafarge India
Baring Private Equity Asia Ltd. has agreed to pay roughly €200 million ($258 million) for a minority stake in the Indian unit of French construction materials giant Lafarge SA, Lafarge said late Tuesday, making it the largest private equity investment in India so far in 2013.
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May 14, 2013
Morgans Director Wins Injunction To Halt Yucaipa Deal
A Delaware Chancery judge put Morgans Hotel Group Co.'s planned recapitalization on ice Tuesday, granting an injunction that prevents the hotel operator from moving forward immediately on its deal with private equity firm Yucaipa Cos. LLC and imposes a time frame for the shareholder vote on a possible board shakeup.
Expert Analysis
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Ralls Case Shows Importance Of Proactively Engaging CFIUS
The U.S. District Court for the District of Columbia recently dismissed most claims of Chinese-owned Ralls Corporation’s civil action against an executive order that prohibits Ralls’ acquisition of four wind farm project companies in Oregon. The case exemplifies the importance of notifying and engaging the Committee on Foreign Investment in the United States voluntarily before closing a transaction that may raise national security concerns, says Alexandra Lopez-Casero of Nixon Peabody LLP.
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Don't Underestimate The Value Of EU Merger Control Reform
In addition to demonstrating that good things can come in small and unassuming packages, the European Commission's small but significant proposed changes to the EU's merger notification rules might spur on other merger control authorities around the world to revisit their own, often unnecessarily onerous, filing requirements, says Simon Harms of Greenberg Traurig LLP.
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A Look At The Health Care M&A Horizon
Factors such as the Affordable Care Act’s payment reforms, downward pressure on costs, enhanced focus among payers on outcomes and quality, and expanded Medicaid roles will continue in 2013 to influence M&A activity across industry sectors, increase regulatory and compliance costs, and provide additional incentives to federal and state agencies to boost enforcement efforts, say attorneys with Skadden Arps Slate Meagher & Flom LLP.
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A Victory For State-Action Doctrine Critics
On Feb. 19, 2013, the U.S. Supreme Court visited a corner of the antitrust map that it last glimpsed during the Reagan administration — the state-action doctrine. The ruling in FTC v. Phoebe Putney Health System Inc. will almost certainly be hailed as a major victory for critics of the state-action doctrine, say attorneys with Paul Hastings LLP.
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Strategy Savvy From Strategic Growth's Mile High Bank Buy
Strategic Growth Bancorp Inc.’s successful acquisition and recapitalization of Mile High Banks illustrates the potential advantages of undertaking a distressed bank recapitalization in the context of a section 363 sale. The process is a complex one, however, and requires the near-seamless integration of bankruptcy, mergers and acquisition, tax and bank regulatory issues, say attorneys with Davis Polk & Wardwell LLP.
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6 Areas Often Underestimated In Law Firm Mergers
While mergers in other industries are driven by cost efficiencies or economies of scale, law firm mergers are typically focused on the potential to leverage clients and the overall quality of the attorney population, branding and market position. As a result, full disclosure of third-party vendor or support function operating costs can be a secondary concern until after the deal closes. Firms need to hit the ground running the moment the merger is inked, says Matthew Sunderman of HBR Consulting LLC.
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Europe M&A: The Evolving Takeover Landscape
The European and global economic crises have encouraged limited takeover activity in the past few years, providing little opportunity for the EU Directive on Takeover Bids to be fully tested outside the United Kingdom. While the grounds for a takeover system are in place across Europe, it is apparent that the system will remain fragmented unless certain issues are tackled head on, say Lorenzo Corte and Scott Simpson of Skadden Arps Slate Meagher & Flom LLP.
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Dialysis Industry Continues To See Robust PE Activity
Of the largest dialysis companies in the U.S. at any given time, roughly half of such companies are private equity-backed. With the industry’s seemingly endless consolidation and resulting Federal Trade Commission-mandated divestiture cycle, new opportunities for private equity investors continue to arise, say Amber McGraw Walsh and Geoffrey Cockrell of McGuireWoods LLP.
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What To Expect From The 3rd Largest Oil Deal Ever
The Russian Federal Antimonopoly Service has cleared Rosneft’s $55 billion acquisition of TNK-BP, which will arguably make Rosneft the world’s largest public oil and gas company engaged in the production of liquid hydrocarbons. The transaction allows the Russian state to gain more influence over the world’s largest oil and gas industry, but it remains to be seen how active the FAS will be in the sector, say attorneys with King & Spalding LLP.
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A Decade With Electronic Data Rooms
In 2013, the deal community and the electronic data room will observe the 10th anniversary of their partnership, so it is timely to review how EDRs have evolved and how they have affected the due diligence process, forecast how they might develop, and assess their usefulness in getting deals done, says Molly Stockley of Debevoise & Plimpton LLP.