2016 M&A Matters
We advised on 319 announced deals worldwide in 2016 with a total aggregate value of more than US$665 billion. We were the #1 ranked law firm for global M&A by deal value in 2016.
Qingdao Haier acquisition of GE's home appliance business expands its US presence
We represented Qingdao Haier Co., Ltd., a subsidiary of Chinese consumer electronics manufacturer Haier Group, in its US$5.4 billion acquisition of the home appliance business of the General Electric Company (GE). Signing for the acquisition of the iconic brand by Haier took just 35 days. It will enable Haier to establish a far greater presence in the United States and establishes a model for cross-border investment and cooperation between China and the US.
Anthem US$54.2 billion acquisition of Cigna
We are representing Anthem, Inc., one of the largest health benefits companies, in its proposed acquisition of Cigna Corporation, a global health benefits company, and the largest-ever proposed M&A deal in managed care. Completion of the combination will create a premier health benefits company expected to serve more than 50 million medical members with critical diversification and scale to lead the transformation of healthcare delivery for consumers. Our role as lead M&A counsel to Anthem on this historic transaction also includes our Antitrust practice leading the defense of the merger against a high-profile challenge brought by the US Department of Justice.
The US District Court for the District of Columbia issued an order on February 8, 2017 enjoining the merger, and Anthem promptly appealed the decision to the US Circuit Court of Appeals for the DC Circuit. Additionally, on February 14, 2017, led by our M&A litigation team, Anthem commenced an action against Cigna in the Delaware Court of Chancery seeking, among other relief, a temporary restraining order to enjoin Cigna from terminating its merger agreement. The Delaware Court granted Anthem's motion and issued the temporary restraining order on February 15, 2017. The federal antitrust trial, Anthem's appeal of the District Court's decision and the Delaware action continue to gather intense coverage almost daily from the financial and mainstream media.
Fortis Inc. US$11.3 billion acquisition of ITC Holdings Corp.
We advised Fortis Inc., a top 15 North American–regulated, investor-owned utility ranked by enterprise value, in its US$11.3 billion acquisition of ITC Holdings Corp., the largest independent transmission company in the United States. In connection with the acquisition, Fortis entered into a US$1.2 billion partnership with Singapore sovereign wealth fund GIC Private Limited, a US$2 billion debt financing, and an SEC registration and listing on the NYSE.
Merger of two global shipping companies
We are representing United Arab Shipping Company and its majority shareholders (Qatar Investment Authority and Public Investment Fund, Saudi Arabia's sovereign wealth fund) in its business combination with Hapag-Lloyd AG, a German publicly listed container company. The combined company will rank among the world's five largest container shipping lines.
Chinese acquisition of US electronics company
We advised Suzhou Dongshan Precision Manufacturing Co., Ltd., one of the largest suppliers of precision sheet metal components headquartered in China, on its US$610 million acquisition of Multi-Fineline Electronix, Inc., a US-listed California-based global provider of high-quality, technologically advanced flexible printed circuits and assemblies.
GlobalWafers cross-border acquisition of SunEdison Semiconductor
We represented GlobalWafers, Co., Ltd., a Taiwanese company and a global leader in the manufacture and sale of silicon wafers to the semiconductor industry, in its US$683 million acquisition of SunEdison Semiconductor Ltd. pursuant to a Singapore Scheme of Arrangement. SunEdison was a public company that traded on Nasdaq in the United States and, as a Singapore-incorporated company, was subject to the Singapore Takeover Code, leading to significant complexities. We obtained a waiver of the Singapore Takeover Code from Singapore's Securities Industry Council and incorporated strong, US-style deal protection in the documentation, while implementing the transaction in Singapore through a court-sanctioned Scheme of Arrangement.
Sale of automotive exteriors business
We represented Faurecia, one of the world's largest automotive equipment suppliers, in the sale of its automotive exteriors business to Plastic Omnium.
US$1 billion acquisition of medical device company
We represented Zimmer Biomet, a global leader in musculoskeletal healthcare, in its acquisition of LDR Holding Corporation, a global medical device company.
German DZ BANK/WGZ BANK merger
We represented DZ BANK in its merger with WGZ BANK. The merged entity started off as “DZ BANK. Die Initiativbank” on August 1, 2016, and serves as the consolidated central bank for more than 1,000 cooperative banks in Germany. The merger resulted in the third-largest credit institution in Germany based on an approximately €500 billion balance sheet.
US$1.3 billion acquisition of software applications company
We advised Avast Software, one of the world's major players in the security software market, and its shareholders, on its acquisition of New York Stock Exchange–listed AVG Technologies N.V., a developer of business, mobile and PC device security software applications.
Sony/Michael Jackson Estate acquisition
We represented Sony Corporation of America in its US$750 million acquisition of the 50 percent interest in Sony/ATV Music Publishing LLC held by the Estate of Michael J. Jackson.
China Three Gorges US$1.2 billion acquisition of Duke Energy Brazilian assets
We represented China Three Gorges Corp., a clean energy group focused on large-scale hydropower development and operation, in its acquisition of Duke Energy's assets in Brazil.
LBO of Israel's largest private company
We represented the Sagol brothers, founders of the Keter Group, the world's largest producer of quality resin consumer products, in the sale of the Sagol family's majority stake to BC Partners.
Acquisition of shares in New York real estate assets
We represented the Qatar Investment Authority (QIA) in the purchase of shares in Empire State Realty Trust, Inc., a REIT with office and retail properties, including the iconic Empire State Building, through a private offering worth approximately US$622 million.
Calpine Corporation US$1.05 billion acquisition of US energy company
We represented Calpine Corporation in its acquisition of Noble Americas Energy Solutions, LLC, the nation's largest independent supplier of power to commercial and industrial retail customers, and a subsidiary of Singapore-listed Noble Group.
Pan-European payment services leader created
We represented Equens SE, one of the largest payment service providers in Europe, in the strategic business combination with Worldline SA, the European market leader in payment and transactional services, to create the new pan-European leader in payment services.
Bahrain/United Kingdom cross-border sale
We represented Arcapita Bank BSC, a Bahrain-based financial service provider and private equity firm, in the sale of Viridian Group Limited, a UK-based company engaged in generation and supply of electricity, to ISQ Global Infrastructure Fund.
US$874 million acquisition of premium European data centers
We advised Digital Realty, a leading global provider of data center, colocation and interconnection solutions, on its acquisition of eight premium European data centers.
Huge buyout in gaming industry
We represented Finland-based Supercell in its sale of an US$8.6 billion majority stake to Tencent Holdings Limited, one of China's largest and most-used internet portals, in one of the largest-ever buyouts in the gaming industry.
Landmark £24.3 billion UK tech acquisition
We advised Japanese investment banking and securities firm Mizuho Securities, as financial adviser to the SoftBank Group Corp., on its £24.3 billion acquisition of ARM Holdings plc (ARM), the world's leading semiconductor intellectual property supplier. Japan's SoftBank is one of the leading operators and investors in the global technology, internet and wireless sectors.