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Mergers & Acquisitions

Ropes & Gray represents clients in transactions that have included some of the largest and most prominent mergers and acquisitions ever accomplished. We are widely recognized as a firm that can successfully and seamlessly guide clients through highly complex deals that range in size and industry. We represent many of the world's leading private equity funds, investment banks and public companies and their boards. Director’s and Boards 2009 Top Corporate Governance Law Firms ranked Ropes & Gray as one of the top 10 firms for Best in Dealing with General Corporate Governance Issues and top 10 firms for Best in Dealing with Board Level M&A Issues. Our deal expertise extends across a broad number of industries, including private equity, health care, technology, life sciences, financial services and retail and consumer brands.

Our combination of transaction experience and industry knowledge is a clear advantage. The synergies from our shared approach to client service are fully realized in transactions and allow us to provide pragmatic and comprehensive advice in both financial and strategic M&A activity. Our "one firm approach" enables us to build transactional teams that draw upon our significant expertise in a wide range of disciplines, including tax, intellectual property, securities, real estate, antitrust, labor and ERISA, environmental, bankruptcy, litigation, healthcare and financial services, among others. The 2010 edition of The Best Lawyers in America includes 110 Ropes & Gray attorneys from 37 different practice areas and Chambers USA: America's Leading Lawyers for Business 2011 notes 38 practice areas and 127 lawyers as leaders.

We have more than 150 corporate lawyers focused on our Chambers ranked M&A practice which includes more than 45 partners. Our practice was ranked number one in the U.S. in Leveraged Buyouts and Private Equity Law with eleven lawyers listed. Many of our attorneys are routinely recognized for their skill in M&A, and have been consistently recognized by publications such as Chambers, Private Equity Analyst, The American Lawyer and The Best Lawyers in America. Our lawyers across the United States, Japan and China, are adept at delivering world-class legal support on all transactions including cross-border deals and multi-jurisdictional deals.  

Ropes & Gray has provided counsel on many exciting deals, including: 

  • Skylark Co. Ltd. A $2.1 billion transaction in the retail and consumer brands industry. Ropes & Gray is representing Bain Capital in its proposed $2.1 billion acquisition of Skylark Co. Ltd., a restaurant operator in Japan.
     
  • Yellow Media Inc. A C$745 million transaction in the communications industry. Ropes & Gray is represented Yellow Media Inc., a Canadian marketing company, in its proposed C$745 million sale of Trader Corporation to Apax partners.
     
  • MYOB. A $1.3 billion transaction in the technology industry. Ropes & Gray is representing Bain Capital in its $1.3billion acquisition of MYOB, Australia’s largest business software developer. This is Bain’s largest acquisition in Australia and the third-largest private equity divestment ever in Australia. 
     
  • Emdeon Inc. A $3 billion transaction in the healthcare industry. Ropes & Gray is representing Blackstone in its $3 billion proposed acquisition of Emdeon Inc., an information technology services provider to the healthcare industry.
     
  • Zynga Game Network Inc. Ropes & Gray represented Zynga Game Network Inc., an online social gaming company, in its acquisitions of DNA Games Inc., Floodgate Entertainment, Area/Code Entertainment, Newtoy, Inc. and Conduit Labs, Inc.
     
  • The Timberland Company. A $2 billion transaction in the retail and consumer brands industry. Ropes & Gray represented The Timberland Company in its approximately $2 billion acquisition by branded lifestyle apparel company VF Corporation.
     
  • Genzyme Corporation. A $20.1 billion transaction in the life sciences industry. Ropes & Gray represented Genzyme Corporation in Sanofi-Aventis S.A.’s acquisition of the Cambridge, Mass. biotechnology firm for $20.1 billion in cash plus contingent value rights. The Genzyme sale is the largest pharmaceutical M&A deal in the United States since Merck & Co.’s $49.6 billion merger with Schering-Plough in 2009.
     
  • Ashmore Group. A $246 million transaction in the investment management industry. Ropes & Gray represented Ashmore Group plc, a leading specialist emerging markets investment manager, in its $246 million acquisition of in Emerging Markets Management L.L.C., a Virginia-based investment management firm with approximately $10.4 billion of assets under management.
     
  • NSTAR. Ropes & Gray is representing NSTAR in its merger with Northeast Utilities, creating one of the nation's largest utilities, with a total enterprise value of $17.5 billion. The combined electric and gas utility, which will be called Northeast Utilities, will serve several million customers in the Northeast.
     
  • US Oncology. A $2.16 billion transaction in the life sciences industry. Ropes & Gray represented US Oncology in its acquisition by McKesson Corp. worth $2.16 billion including debt. McKesson Corp., the largest U.S. drug distributor, plans to buy US Oncology to expand its offerings to cancer patients. US Oncology is owned by private equity firm Welsh, Carson, Anderson & Stowe.
     
  • J. Crew Group, Inc. A $3 billion transaction in the retail and consumer brands industry. Ropes & Gray represented TPG Capital in its $3 billion acquisition, along with Leonard Green & Partners, of J. Crew Group, Inc., a leading clothing retailer.
     
  • Ontex NV. A $1.6 billion transaction in the retail and consumer brands industry. Ropes & Gray represented TPG Capital in its $1.6 billion acquisition, along with Goldman Sachs, of Ontex N.V., Europe’s market leading hygienic disposable products manufacturer, from Candover Partners Limited. 
     
  • Gymboree Corporation. A $1.8 billion transaction in the retail and consumer brands industry. Ropes & Gray represented Bain Capital in its $1.8 billion acquisition of Gymboree Corporation, a specialty retailer, which operates stores that offer apparel, accessories, and play programs for children.
     

  • Genzyme Corporation. A $925 million transaction in the life sciences industry. Ropes & Gray represented Genzyme Corporation in its $925 million sale of its Genetics division to Laboratory Corp. of America Holdings. Ropes & Gray also represented Genzyme Corporation in the $265 million sale of its Diagnostics division to Sekisui Medical Co., Ltd.

  • Green Mountain Coffee Roasters. Ropes & Gray represented Green Mountain Coffee Roasters, which operates in the specialty coffee industry in North America, in its acquisitions of Van Houtte, Inc., Diedrich Coffee, Timothy's Coffees of the World, Inc., Tully’s Coffee Corporation, and Keurig Corporation. 

  • Electro-Motive Diesel. A $820 million transaction in the transportation and logistics industry. Ropes & Gray represented Electro-Motive Diesel Inc. in its $820 million acquisition by Progress Rail, a subsidiary of Caterpillar.

  • Axcan Pharma Holdings. A $579 million transaction in the life sciences industry. Ropes & Gray represented Axcan Pharma Holdings in its $579 million acquisition of Eurand N. V., a specialty pharmaceutical company. 

  • inVentiv Health. A $1.1 billion transaction in the life sciences industry. Ropes & Gray represented Thomas H. Lee Partners in its $1.1 billion acquisition of inVentiv Health, Inc., a pharmaceutical service provider.

  • SkillSoft. A $1.1 billion transaction in the technology industry. Ropes & Gray represented Berkshire Partners, Advent International Corporation and Bain Capital in their $1.1 billion acquisition of SkillSoft PLC, a leading Software as a Service (SaaS) provider of on-demand e-learning and performance support solutions.

  • Covidien, PLC. A $2.6 billion transaction in the life sciences industry. Ropes & Gray represented Covidien, PLC in its $2.6 billion acquisition of ev3, Inc., a provider of treatments for peripheral vascular and neurovascular diseases.

  • Millipore. A $6 billion deal in the life sciences industry. Ropes & Gray represented Millipore Corp., a supplier of drug development equipment, in its $6 billion sale to Merck KGaA.
     
  • Bare Escentuals. A $1.7 billion transaction in the retail and consumer brands industry. Ropes & Gray is representing Bare Escentuals, a portfolio company of private equity sponsor Berkshire Partners, in its $1.7 billion sale of Bare Escentuals, premium cosmetic company in the United States and a leader in the mineral-based cosmetic market to Shiseido Co.
     
  • Airvana, Inc. A $540 million transaction in the communications and technology industries. Ropes & Gray represented the Special Committee of Airvana, Inc., a leading provider of mobile broadband network infrastructure products , in its $540 million sale to a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia.
     
  • Nortel Enterprise Solutions. A $915 million acquisition in the communications and technology industries. Ropes & Gray represented Avaya, a portfolio company of private equity sponsors Silver Lake Partners and TPG, in its $915 million acquisition of Nortel's enterprise solutions business.
     
  • Bellsystems24. A $1.1 billion acquisition in the business services industry. Ropes & Gray represented private equity sponsor Bain Capital in its $1.1 billion acquisition of Bellsystem24, the leading call center operator in Japan.
     
  • IMS Health Inc. A $5.2 billion acquisition in the health care and technology industries. Ropes & Gray represented private equity sponsor TPG Capital and the CPP Investment Board in their $5.2 billion acquisition of IMS Health Inc., a leading provider of market intelligence to the pharmaceutical and healthcare industries. According to Bloomberg, the deal was the largest LBO in 2009.
     
  • Affiliated Computer Systems.  A $6.4 billion deal in the technology and business services industries. Ropes & Gray represented the Special Committee of Affiliated Computer Services (ACS), the world's largest diversified business process outsourcing (BPO) firm, in its $6.4 billion (or $63.11 per share) sale to Xerox Corporation.
     
  • Neuberger Berman. A $2.15 billion deal in the financial services industry. Ropes & Gray represented private equity sponsor, Bain Capital in its proposed $2.15 billion acquisition of Lehman Brothers Holdings asset-management business. Bain Capital proposed to partner with Hellman & Friedman to purchase the Neuberger Berman business which had been among the biggest business units of Lehman, which filed for bankruptcy in September 2008 and has been selling major businesses since that time. 
     
  • Clear Channel Communications. A $26 billion deal in the media and communications industry. Ropes & Gray represented private equity sponsors Thomas H. Lee and Bain Capital in the acquisition of Clear Channel Communications, the nation's largest radio company with more than 1,100 stations.
       
  • Weather Channel. A multi-billion dollar deal in the media industry. Ropes & Gray represented private equity sponsors Bain Capital and The Blackstone Group in their acquisition of the Weather Channel. This transaction was especially complex because Bain and Blackstone partnered with NBC Universal, a strategic investor that had different long-term objectives for the investment. In addition, the transaction involved separating Weather Channel from a larger group of companies of which it was a part.
     
  • Bright Horizons. A $1.3 billion deal in the child care industry. Ropes & Gray represented private equity sponsor Bain Capital in the acquisition of Bright Horizons, the world's leading provider of employer-sponsored child care, early education, and worklife solutions, operating more than 600 early care and family centers in the United States, the United Kingdom, Ireland, and Canada.

For further information on our Mergers & Acquisitions practice group, please contact:

Ropes & Gray serves our Corporate Clients across a spectrum of needs. Please click on the links below to learn more about our expertise.

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