Representation of China Kanghui Holdings, a China based medical device company organized as a Cayman Islands exempted company with American Depositary Shares (ADSs) listed on the NYSE, in its $816 million acquisition by Medtronic, Inc., structured as a merger under Cayman Islands law
Representation of BGI-Shenzhen, a China based genomic research and sequencing company, in its $117.6 million acquisition of Complete Genomics, Inc., the first acquisition of a U.S. publicly traded company by a Chinese acquirer, by way of a cash tender offer followed by a second step merger, including the successful defense of the transaction against a hostile bid made by Illumina, Inc.
Representation of 1Verge Holdings, the largest corporate shareholder of Youku Tudou, in connection with:
Alibaba’s $4.2 billion acquisition of Youku Tudou and
Alibaba’s $1.22 billion investment in Youku Tudou and the related shareholder agreement between 1Verge Holdings and Alibaba
Representation of Leonard Riggio, founder and chairman of Barnes & Noble, Inc., in connection with:
his publicly announced planned proposal to purchase all of the assets of the Retail Business of Barnes & Noble, Inc.
Liberty Media Corporation's proposed but not consummated $1.02 billion acquisition of Barnes & Noble, Inc.
Representation of Montage Technology Group Limited, a Cayman Islands exempted company with shares listed on Nasdaq, in its $693 million acquisition by Shanghai Pudong Science and Technology Investment Co., a wholly state owned enterprise in the People’s Republic of China
Representation of the Special Committee of the Board of Directors of ShangPharma Corporation, a China based pharmaceutical company organized as a Cayman Islands exempted company with American Depositary Shares (ADSs) listed on the NYSE, in its $173 million going private transaction sponsored by affiliates of TPG, structured as a merger under Cayman Islands law
Representation of Microsemi Corporation in:
its successful $646 million hostile cross-border take-over bid for Zarlink Semiconductor Inc., a Canadian semiconductor designer and manufacturer
its successful hostile offer to acquire AML Communications, resulting in the termination of AML Communications' existing merger agreement with Anaren, Inc.
Representation of Global Education & Technology Group Limited, a China-based education provider organized as a Cayman Islands exempted company with American Depositary Shares (ADSs) listed on Nasdaq, in its $294 million acquisition by Pearson plc
Representation of the Special Committee of the Board of Directors of Primus Telecommunications Group, Inc. in:
its CAD$200 million sale of its BlackIron Data business to Rogers Communications Inc.
its $129 million sale of its North American retail telecommunications business to York Capital Management
Representation of the Special Committee of the Board of Directors of Feihe International, Inc., a leading producer of premium infant formula and dairy products in China and listed on the NYSE, in its $147 million going private transaction sponsored by affiliates of Morgan Stanley Private Equity Asia
Representation of Giant Interactive Group in its $3 billion going private transaction sponsored by affiliates of Baring Private Equity
Representation of Changyou.com Limited, a leading online game developer in China organized as a Cayman Islands corporation with American Depositary Shares (ADSs) listed on Nasdaq, in its $162.5 million acquisition of the 17173.com game information portal business from Sohu.com Inc., a leading online media, search, gaming, community and mobile services group in China
Representation of Apollo Management in its sale of United Rentals preferred stock to United Rentals for $614 million in cash and notes
Representation of ONCAP Management Partners in its $200 million leveraged buy-out of Sport Supply Group, Inc.
Representation of BiPar Sciences, Inc., a biotechnology company, in its $500 million sale to Sanofi-Aventis
Representation of New Quest Capital Management, in its successful proxy fight for control of the board of directors of China Hydroelectric Corporation, a China based operator of hydroelectric power projects organized as a Cayman Islands exempted company with American Depositary Shares (ADSs) listed on the NYSE
Representation of JER Partners, the private equity investment arm of J.E. Robert Companies, in:
its $2.1 billion acquisition of Highland Hospitality Corporation, a publicly traded REIT
its $2 billion acquisition of Genesis HealthCare Corporation, including the successful defense of the transaction against a hostile bid made by Fillmore Capital Partners
its $371 million acquisition of Jameson Inns, Inc.
Representation of Exar Corporation in:
its $223 million acquisition of Integrated Memory Logic Limited, a Cayman Islands Company listed on the Taiwan Stock Exchange, structured as a tender offer followed by a second step merger
its acquisition of hi/fn, inc., structured as an exchange offer followed by a second step merger
numerous acquisitions, including its acquisitions of: (1) Altior Inc.; (2) Cadeka Microcircuits; and (3) Stretch, Inc.
Representation of UPEK, Inc. in its hostile bid to merge with AuthenTec, Inc., and its subsequent negotiated business combination with AuthenTec, Inc. structured as a bifurcated transaction consisting of a first step merger providing stock and debt securities and a second step post-closing stockholder vote to convert the debt securities into additional shares of stock
Representation of Revolution Money, Inc. in its $300 million sale to American Express Company
Representation of Palo Alto Investors:
numerous successful proxy contests for board control, including at: (1) Canadian Superior Energy Inc.; (2) Triangle Petroleum Corp.; (3) Gastar Exploration Ltd.; and (4) GC Holdings, Inc.
as selling stockholder in the $79 million sale of IDM Pharma, Inc., a biotechnology company, to Takeda Pharmaceutical Company Limited
in the recapitalization of Fisker Automotive, Inc., which included obtaining a $528.7 million loan from the U.S. Department of Energy pursuant to its Advanced Technology Vehicles Manufacturing Incentive Progra
in its $40 million PIPE transaction with Alimera Sciences, Inc., structured as a convertible preferred stock instrument with adjustments to the conversion price linked to developments on Alimera's ILUVIEN drug
in numerous PIPE transactions involving publicly traded companies
Representation of Ocwen Financial Corporation in:
its spin-off of Altisource Portfolio Solutions S.A. to shareholders of Ocwen Financial Corporation
its public stock offering of 34.2 million shares of its common stock
its $60 million PIPE transaction with six investors
Representation of Regis Corporation in:
its recapitalization transaction involving the concurrent public offering of $172.5 million of its convertible senior notes and 13.225 million shares of its common stock
its $2.6 billion merger agreement with the Sally Beauty business unit of Alberto-Culver Company, structured as a reverse Morris Trust transaction, and its subsequent termination of the transaction and collection of a $50 million break-up fee from Alberto-Culver Company
its $163.5 million sale of its Hair Club for Men and Women business to Aderans Co., Ltd.
Representation of Qatalyst Partners as financial advisor to Brocade Communications Systems, Inc. in its $2 billion acquisition of Foundry Networks, Inc.
Representation of Deutsche Bank Securities as financial advisor to:
PLX Technology in its proposed but not consummated $330 million acquisition by Integrated Device Technology, and its $309 million acquisition by Avago Technologies
GSI Commerce Inc. in its $277 million acquisition of Fanatics, Inc.
Intellon Corporation in its $244 million acquisition by Atheros Communications, Inc.
RHJ International and Asahi Tec Corporation in connection with the acquisition of Metaldyne Corporation
Representation of Sterling Partners L.P. in its acquisition of Western Wats from American Capital Strategies
Representation of Firearms Training Systems, Inc. in its acquisition by Meggitt plc.
Representation of Soros Strategic Partners LP and Dune Entertainment II LLC in their $900 million acquisition of the DreamWorks film library from Viacom Inc. and Paramount Pictures Corporation
Representation of Evercore Partners as a financial advisor to:
General Motors Corporation in its sale of a 51% interest in General Motors Acceptance Corporation to a consortium of investors led by Cerberus Capital Management, L.P., involving total consideration of approximately $14 billion
Swiss Re in its $6.8 billion acquisition of GE Insurance Solutions
Representation of Constellation Brands, Inc. in its $1.4 billion acquisition of BRL Hardy Limited, the largest wine producer in Australia
Representation of Aixtron Aktiengesellschaft in its stock-for-stock merger with Genus, Inc.
Representation of Morgan Stanley Capital Group Inc. in:
its $300 million acquisition of Power Contract Finance, L.L.C. from El Paso Corporation
its acquisition of Utility Contract Funding II, LLC
Representation of Merrill Lynch & Co., Inc. in its acquisition of the energy trading business of Entergy-Koch, LP
Representation of the founder of NeoPharm in his consent solicitation to remove the board of directors of NeoPharm, and in the negotiated settlement of that consent solicitation that provided the founder of NeoPharm with control over a majority of the board seats of NeoPharm
Representation of Centerpulse Ltd. in its $170 million sale of its Vascutek vascular grafts business to Terumo Corporation
Representation of Homestake Mining Company in its $2.3 billion acquisition by Barrick Gold Corporation
Representation of Conoco, Inc. in its $6.3 billion acquisition of Gulf Canada Resources Limited
Representation of IPALCO Enterprises in its $3.04 billion sale to The AES Corporation
Representation of The Royal Bank of Scotland Group plc in its successful $33.6 billion hostile acquisition of National Westminster Bank Plc.
Representation of Credit Suisse First Boston as financial advisor to:
SafeNet, Inc. in its $457 million acquisition of Rainbow Technologies, Inc.
AMP Incorporated, in its successful defense against AlliedSignal Inc.'s hostile tender offer, and subsequent merger with Tyco International Ltd.
Representation of Apropos Technology, Inc. in its successful defense against a proposed proxy contest by, and subsequent settlement with, certain insurgent shareholders
Representation of Robert W. Baird & Co. as financial advisor to Manpower Inc. in its $488 million acquisition of Right Management Consultants, Inc.
Representation of IBM Corp. in:
its $5 billion sale of its Global Network to AT&T Corp.
its $200 million acquisition of Commquest Technologies
Representation of Johnson & Johnson in its $4.9 billion acquisition of Centocor, Inc., a biotechnology company
Representation of Southern New England Telecommunications Corporation in its $4.4 billion acquisition by SBC Communications Inc.
Representation of Regal Cinemas, Inc. in its $1.5 billion acquisition by Kohlberg Kravis Roberts & Co. L.P. and Hicks, Muse, Tate & Furst Incorporated
Representation of Lucent Technologies Inc. in its $1 billion acquisition of Yurie Systems, Inc.
Representation of CalMat Co. in its $890 million acquisition by Vulcan Materials Company
Representation of Bristol-Myers Squibb Company in:
its $600 million sale of Matrix Essentals, Inc. to L'Oreal (USA), Inc.
its sale of hypertension medications Capoten and Capozide, the cholesterol-lowering medications Questran and Questran Light Brands, and the antibiotic Sumycin, to Par Pharmaceuticals, Inc.
its $7.8 billion acquisition of DuPont Pharmaceutical Company from EI DuPont de Nemours
Representation of The Peabody Fund in its $500 million joint venture with Milano Centrale SpA.
Representation of Olin Corporation in its spin-off of Arch Chemicals, Inc.
Representation of Ripplewood Investments L.L.C. in a roll-up transaction involving the minority interest holders of Asbury Automotive Group L.L.C.
A Risk Alert from the U.S. Securities and Exchange Commission details deficiencies found in recent examinations of private funds. Insights from asset management partner Jason Brown are included in a Wall Street Journal’s Pro Private Equity article ...
On Monday, June 22, a group of Ropes & Gray attorneys held a webinar to discuss legal considerations for private fund sponsors as they decide how and when to reopen their offices even as the COVID-19 pandemic persists.