Tender Offers, Takeovers & Proxy Contests

Our lawyers have advised clients in connection with public company change of control transactions across the United States and the UK and in our international offices. These engagements have encompassed nearly every conceivable type of client, position and event including recommended (friendly) cash offers, securities exchange offers, schemes of arrangement, hostile takeovers, takeover defenses for target companies, takeovers recommended by only part of the target board, contested bids, public to private offers, proxy contests, joint offers, reverse takeovers and acquisitions effected in bankruptcy proceedings.

Our expertise also includes advising on the tax, equity compensation plans and pensions aspects of takeover deals.

Our team includes a partner previously seconded to the UK Takeover Panel, the UK regulator for public company takeovers, as well as former US securities regulators.

Representative transactions in which we have advised include:

• Representing a Japan-based tire manufacturer in connection with its US$2.6 billion acquisition of a US-based tire maker via a “white knight” tender offer. We also advised the manufacturer on the competition aspects of the deal, guiding the transaction through the US Federal Trade Commission without a second request.
• Representing a NYSE publicly traded electronics distributor in its acquisition of a NASDAQ-traded electronics distributor of enterprise value of approximately US$700 million.
• Representing a major US-based media and publishing company in its approximately US$6.5 billion acquisition by another publicly traded US-based media and publishing company.
• Representing a global broad-based healthcare company in its US$3.7 billion acquisition, via a public tender offer, of a US-based pharmaceuticals company specializing in products for cardiovascular health.
• Representing Avnet, Inc. in its acquisition of Bell Microproducts, Inc., a US$3 billion public company with worldwide operations.
• Representing a publicly traded US aerospace company in connection with its US$4.8 billion acquisition of a publicly traded aircraft systems manufacturer.
• Serving as counsel to a Japan-based global printing and printing products company in its US$650 million acquisition of a US publicly traded company, one of the leading worldwide producers of photomasks, used in the manufacture of semiconductors.
• Representing the trustees of the Alliance UniChem pension scheme in the £10.6 billion recommended takeover of Alliance Boots plc by AB Acquisitions.
• Representing Illinois Tool Works, Inc. in its competitive £1.03 billion takeover offer for Enodis plc, listed on the Main Market of the London Stock Exchange.
• Representing Rensburg Sheppards plc, listed on the Main Market of the London Stock Exchange, in the £412 million recommended share offer by Investec plc by way of scheme of arrangement.
• Representing The BSS Group plc, listed on the Main Market of the London Stock Exchange, in the £583 million recommended cash, share and loan note offer by Travis Perkins plc by way of scheme of arrangement.
• Representing Care UK plc, listed on the Main Market of the London Stock Exchange, in the £281 million recommended cash offer by Warwick Bidco Limited (a Bridgepoint-backed company) by way of scheme of arrangement.
• Advising in relation to the takeover of MoneyLine (NYSE Euronext-listed) by Ingenico S.A. (NYSE Euronext-listed).
• Representing DCC plc, dual-listed on the Dublin and London Stock Exchanges, in its conditional €20 million acquisition of Comtrade SA.
• Representing a major Czech Republic-based civil engineering company in connection with a tender offer to minority shareholders in the largest Slovak Republic-based civil engineering company and subsequent squeeze-out of minority shareholders.
• Representing one of Hungary’s leading fruit processing and fruit juice manufacturers in a highly publicized takeover bid targeted at one of the largest retail chain companies in Hungary.
• Representing the Lotte Group (South Korea’s biggest department store owner) in its HK$600 million takeover of Hong Kong-listed Times Limited, the largest Korean investment into China to date.
• Representing a US-based global diversified industrial manufacturer in its US$63.6 million acquisition of a Hong Kong-listed manufacturer of vacuum circuit breakers and other electrical switchgear components in the People’s Republic of China.
• Representing a Hong Kong-listed company in its proposed acquisition of a leading shopping mall business in Xian, the People’s Republic of China in a transaction valued at HK$245 million.