Davis Polk & Wardwell advised BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities Ltd. as representatives of the underwriters on an SEC-registered offering on Schedule B by Oesterreichische Kontrollbank Aktiengesellschaft (OeKB) of $1 billion 3.625% notes due 2013. The notes are guaranteed by the Republic of Austria. OeKB serves as Austria's central bank for providing export financing.
The Davis Polk corporate team included partner Patrick S. Kenadjian of the Frankfurt office and associate Barry Mansfield of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets Corporation as initial purchasers on a Rule 144A/Regulation S offering by Axcan Intermediate Holdings Inc. (Axcan) of $235 million 12.75% senior notes due 2016. Axcan used the net proceeds of the offering to repay the $235 million senior unsecured bridge loan facility it entered into in February 2008 in connection with the approximately $1.3 billion acquisition of Axcan Pharma Inc. by an affiliate of TPG Capital.
Based in Montreal, Canada, Axcan is a specialty pharmaceutical company focused on gastroenterology, which develops and markets a broad line of prescription products to treat a range of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to pancreatic insufficiency.
The Davis Polk corporate team included partner Michael Kaplan and associates Wendi Hoeben and Kenneth Piercy, all of the New York office. Partner Michael Mollerus and associate Kay Ng of the New York office provided tax advice. Gwendolyn P. Ranada was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Arma Partners LLP as financial adviser to freenet AG in connection with its acquisition of German mobile service provider debitel AG from debitel (Netherlands) Holding BV, a holding company controlled by Permira funds.
As consideration for the acquisition of the debitel Group, freenet will issue 32 million new freenet shares (approximately 24.99% after the capital increase, with a current market value of approximately €360 million) and a long-term €132.5 million interest-bearing loan note to the seller. It will also assume financial liabilities in the amount of approximately €1.135 billion. Total consideration payable will be approximately €1.63 billion.
The transaction marks a major step in the consolidation of the German telecoms market, creating Germany’s third-largest mobile telephone provider, after Deutsche Telecom and Vodaphone, and its leading network-independent telecoms and internet company. The combined company had approximately 19 million subscribers at year-end 2007 and proforma 2007 revenues of approximately €3.36 billion. With 1,016 shops at the end of 2007, and leading retail partners such as Electronic Partner, Hertie, Kaufhof, Karstadt and the Media-Saturn Holding, the combined group will also have the strongest distribution channel for telecoms and internet products in Germany.
The transaction is subject to anti-trust approval of the German cartel authority (the Bundeskartellamt) and the fulfillment of the conditions necessary for listing the new shares.
The Davis Polk corporate team includes partner Patrick S. Kenadjian of the Frankfurt office and associate Siobhan Dalton of the Paris office.
Davis Polk & Wardwell advised Cairn India Limited in arranging a private placement of approximately US$625 million (INR 25.4 billion).
Through the private placement, in March 2008, Petronas International Company Limited (a wholly owned subsidiary of the Malaysian government-owned Petroliam Nasional Berhad) and Orient Global Tamarind Fund Pte Limited, Singapore agreed to purchase a total of 113 million shares in Cairn India Limited (63,300,000 by Petronas and 49,700,000 by Orient Global) at INR 224.30 per share, representing a 0.46% premium to the average closing price on the National Stock Exchange of the last two trading days prior to the announcement of the transaction. On 16 April, 2008, Cairn India Limited shareholders approved the transaction.
Cairn India Limited is an Indian company that owns interests in Indian crude oil and natural gas development and production assets, including a 70% interest in the Mangala field, which was discovered in 2004 and is the largest onshore crude oil field discovery in India since 1985. In 2007, Cairn India Limited conducted an initial public offering of its equity shares in India with listings on the Bombay Stock Exchange and National Stock Exchange of India, as well as international institutional offerings pursuant to Rule 144A and Regulation S, for which Davis Polk also acted as issuer’s counsel.
The majority of the net proceeds of the private placement will be used to fund capital expenditure.
The Davis Polk corporate team included partner Thomas J. Reid and associates Jeffrey R. O’Brien and Sapna Dutta. Partner John D. Paton and associate Brian Radigan provided tax advice. All lawyers are based in the London office.
Davis Polk advised Eramet, the leading French-listed mining and metals company, in connection with its acquisition of Tinfos AS, a leading Norwegian, family-owned producer of manganese alloy, which is a key element for the growing global steel industry. The transaction values Tinfos at €593 million (approximately $920 million) and the consideration payable by Eramet will consist of a combination of cash and stock, which will be listed on the Paris Bourse. The transaction is subject to regulatory approval, including antitrust.
The Davis Polk team included partners Georges Terrier and Arnaud Pérès and associate Jérôme Sibille, all of the Paris office.
Davis Polk & Wardwell is acting as US counsel to Shire plc on its proposed UK court-sanctioned scheme of arrangement, including the creation of a new UK-listed, Jersey-incorporated holding company for the group.
Shire, a public limited company incorporated under the laws of England and Wales, is a specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. The new holding company, which is to be called Shire Limited and be tax resident in the Republic of Ireland, will have the same board and management team as Shire and will have its primary listing on the London Stock Exchange and, upon listing, will be included in FTSE’s UK Index Series. Shire Limited also intends that its American Depositary Shares (ADS) will be traded on Nasdaq in place of Shire’s existing ADS program.
The Davis Polk corporate team includes partners David M. Wells of the London office and John J. McCarthy Jr., who practices in both the London office and the New York office, and associates John B. Meade and Nghiem Nguyen, both of the London office. Partner John D. Paton and associate Brian Radigan, both of the London office, provided tax advice. Partner Kyoko Takahashi Lin, counsel Erin K. Cho and associates Natasha Sankovitch and Sam I. Valverde, all of the New York office, provided employee benefits advice. Partner Danforth Townley of the New York office provided ’40 Act advice. Counsel Marcie A. Goldstein and associate Brenda Chen, both of the New York office, provided Blue Sky advice. Damion R. Jackson of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Manitowoc Company, Inc. in connection with its proposed $2.1 billion acquisition of Enodis plc. The transaction, which was unanimously approved by both companies’ boards of directors, provides for a cash payment of 258 pence per Enodis share. In addition, in advance of the closing of the transaction, Enodis will pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year ending September 30, 2008. The transaction is subject to court approval in the United Kingdom, approval of Enodis shareholders and various regulatory approvals, and is expected to close in the fourth quarter of 2008.
The Wisconsin-based Manitowoc Company is one of the world’s largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes and boom trucks. Listed in London and operationally headquartered in Tampa, Florida, Enodis is one of the leading global food and beverage equipment manufacturers with approximately 6,800 employees and 30 factories in 9 countries.
The Davis Polk corporate team includes partner John K. Knight and associate Cherie Chen, both of the New York office.
Davis Polk & Wardwell advised Aozora Bank and a special committee of its board of directors in connection with a partial tender offer by Cerberus NCB Acquisition, L.P., Aozora Bank’s major shareholder. Cerberus acquired an additional 8% of Aozora Bank common stock for approximately $420 million and raised its ownership to approximately 45.5% of the outstanding common stock. Aozora Bank is a leading Japanese bank.
The Davis Polk corporate team included partner Eugene C. Gregor and associates Mörk Murdock and Jeremy Entwisle. Naruhito Cho and Jennifer Connelly were the legal assistants on the transaction. All members of the Davis Polk team are based in the Tokyo office.
Davis Polk & Wardwell is serving as US counsel to the Swedish government in connection with its €5.6 billion (US$ 8.9 billion) sale of Vin & Sprit, maker of Absolut Vodka, to French liquor company Pernod Ricard, whose brands include Seagram’s Gin, Havana Club rum, Chivas Regal Scotch, Jacob’s Creek Wines and Jameson Irish Whiskey.
The Davis Polk corporate team includes partner Phillip R. Mills and associates Ashleigh S. Kyle and Darren S. Klein. Partner Ronan P. Harty and associate Ian R. Rooney are providing antitrust advice. Partner Gail A. Flesher and associate Hayden Baker are providing environmental advice. The tax team includes partner Kathleen L. Ferrell and associate Joanna Mork. All members of the Davis Polk team are based in the New York office.
Davis Polk advised the Swedish government in conjunction with Vinge, the Swedish government's principal legal advisor on the sale of Vin & Sprit.
Davis Polk & Wardwell is advising MMX Mineração e Metálicos S.A. in connection with the proposed split-up of the company and subsequent sale of one of the resulting companies for approximately $5.5 billion to an affiliate of Anglo American, one of the world’s largest mining and natural resource groups. In the transaction, MMX will split into three companies. Two of those entities, MMX itself and LLX Logistica S.A., will remain independent, public companies that are expected to be listed on Brazil’s Novo Mercado after closing. Under the definitive agreements, the third public company, IronX Mineração S.A., would be sold to an Anglo American affiliate in two steps for approximately $5.5 billion in cash. The transaction also involved the negotiation of numerous commercial arrangements among the parties, including the payment by IronX to MMX of an ongoing royalty, commencing in 2023 for the MMX Amapá mine and 2025 for the MMX Minas-Rio mine.
The Davis Polk corporate team includes partners John D. Amorosi, Manuel Garciadiaz, and Diane G. Kerr and associates Joana G. Benjamin, Paul D. Hodgdon, and H. Oliver Smith. Partner Kathleen L. Ferrell is providing tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd. as the manager in connection with a Rule 144A/Regulation S offering of global depositary shares (GDSs), representing common shares of Taewoong Co., Ltd., raising US$75 million in gross proceeds. The GDSs were listed on the Professional Securities Market of the London Stock Exchange. Taewoong is a leading Korean manufacturer of open-die forged products, which are large-sized customized metal forged products.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Sukjoon Richard Lee and Kee Won Shin of the Hong Kong office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice in connection with the transaction. Jean Park and Jenny Chan of the Hong Kong office were the legal assistants on the transaction.
Davis Polk & Wardwell is advising KLA–Tencor Corporation on matters of U.S. law in connection with its proposed acquisition of ICOS Vision Systems NV for approximately $466 million in cash. The acquisition will be conducted by means of an offer under Belgian law for all of the issued and outstanding shares of ICOS Vision Systems. The offer is subject to customary closing conditions and is expected to close in the second quarter of 2008.
KLA–Tencor is the leading supplier of inspection and metrology systems to the global semiconductor industry. Based in Belgium, ICOS Vision Systems is a leading supplier of packaging and interconnect inspection solutions for the semiconductor industry.
The Davis Polk corporate team includes partner Mischa Travers and associate Zachary Patton of the Menlo Park office. Partner Arthur J. Burke of the Menlo Park office and associates Stephen M. Pepper and Rajesh James of the New York office provided antitrust advice.
Davis Polk & Wardwell advised Merrill Lynch International as the sole manager on an SEC-registered bond offering by The Export-Import Bank of Korea of Mexican Peso 1.2 billion of floating-rate notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Roche Holding Ltd on its acquisition of Ventana Medical Systems, Inc., a leader in the fast-growing histopathology (tissue-based diagnostics) segment. Headquartered in Basel, Switzerland, Roche is one of the world‘s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics.
After unsuccessful efforts to engage the company in discussions concerning a possible transaction, Roche initiated, in June 2007, an unsolicited tender offer to acquire Ventana.
On January 21, 2008, Roche and Ventana entered into a merger agreement, pursuant to which Roche would acquire Ventana for $89.50 per share in cash (or an aggregate of $3.4 billion on a fully diluted basis). The merger agreement has been approved by the boards of Ventana and Roche. The transaction is subject to customary closing conditions, including the tender of a majority of Ventana‘s shares of common stock.
The Davis Polk transaction team includes partners Arthur F. Golden, Christopher Mayer and Marc O. Williams, associates Bradley Mitchell, Jeffrey M. Glasheen, Laura I. Martínez, Andrea Buti and Terrence R. O‘Donnell (not yet admitted), all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Brian M. Burnovski, all of the New York office, are providing litigation advice. Partner Joel M. Cohen and associates Stephen M. Pepper and Edward N. Moss, all of the New York office, are providing antitrust advice. Counsel Loyti Cheng and associate Heather Daly, both of the New York office, are providing environmental advice. Partners Steven S. Weiner and Anthony I. Fenwick of the Menlo Park office, and associates Duane Nash and Vishnu Reddy, both of the Menlo Park office, and associate Stefan Quick of the New York office, are providing intellectual property advice. Partner Michael Mollerus and associate David Morris, both of the New York office, are providing tax advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani, both of the New York office, are providing employment advice.
Davis Polk & Wardwell advised Deutsche Bank AG London Branch in connection with its purchase of $500 million aggregate principal amount of Series B floating-rate bonds due 2009 issued by Eco Telecom Limited, an indirect Gibraltar subsidiary of Alfa Bank. Eco Telecom’s obligations under the bonds are secured by a pledge of ordinary shares, American Depositary Shares and preferred shares in Open Joint Stock Company Vimpel-Communications and cash margining arrangements, and are guaranteed by Eco Telecom’s parent, Altimo Holdings & Investments Limited, a British Virgin Islands entity. In connection with the transaction, Davis Polk & Wardwell also advised Equity Trust Services (UK) Limited, which was appointed as trustee for the bonds issued by Eco Telecom and collateral agent in connection with the pledged securities.
Alfa Bank is one of Russia’s largest privately owned banks. VimpelCom is a leading provider of telecommunications services in Russia, Kazakhstan and elsewhere in the former Soviet Union and its ADRs are listed on the New York Stock Exchange. Deutsche Bank may hedge its exposure to the bonds in the credit default swap market.
The Davis Polk corporate team included partners Witold Balaban and Keith L. Kearney of the New York office and associates Reuven B. Young, Barry Mansfield and Juan Kim (not yet admitted) of the London office. Counsel Erika D. White provided credit advice. Damion R. Jackson and Paulina Vargas of the London office were the legal assistants on the transaction.
Davis Polk & Wardwell is advising the Campbell Soup Company in connection with its $850 million sale of Godiva Chocolatier to Yildiz Holding A.S. The sale is subject to customary closing conditions and regulatory approvals and is expected to close within the next several months.
Campbell Soup Company is a Camden, New Jersey-based global manufacturer and marketer of high quality foods and simple meals, including soup, baked snacks, vegetable-based beverages, and premium chocolate products. Yildiz Holding A.S. is the owner of the Ülker Group, a diversified food company based in Istanbul, Turkey.
The Davis Polk corporate team includes partner David L. Caplan and associates H. Oliver Smith, Alexandra C. Norton and Gillian Emmett Moldowan (not yet admitted). The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Beverly Fanger Chase, counsel George R. Ince Jr. and associate Natasha Sankovitch are providing employee benefits advice. Counsel James P. McIntyre and associate Carolyn Gratzer Cope are providing real estate advice. Associate Matthew J. Bacal is providing intellectual property advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Janine Samuel is the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Linktone Ltd., a Nasdaq-listed, Shanghai-based wireless interactive entertainment company in connection with its proposed sale of a controlling interest to PT Media Nusantara Citra (MNC). The proposed transaction will combine a tender offer for outstanding shares and a subscription for newly issued shares of Linktone, with MNC holding at least 51% of the share capital of Linktone after the consummation of the transaction. The transaction is subject to the approval of Linktone’s shareholders and is expected to close in the first quarter of 2008.
Linktone is one of the leading providers of wireless interactive entertainment services to consumers and advertising services to enterprises in China. Linktone’s services are provided through cross-media platforms and the networks of China’s major mobile operators. Based in Jakarta and listed on the Jakarta stock exchange, MNC is the largest media company in Indonesia and is also the only integrated media company in Indonesia with operations encompassing content product, content distribution, television networks, newspaper and radio networks.
The Davis Polk corporate team includes counsel Mark J. Lehmkuhler and associates Anna Xu , Zhan Chen and Jennifer H. Leung (not yet admitted), all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office are providing tax advice.
Davis Polk & Wardwell advised Ultrapar Participações S.A. in connection with its approximately US$4.1 billion acquisition of the Ipiranga Group, a Brazilian fuel distribution and petrochemicals conglomerate principally consisting of three operating companies. The transaction, one of the largest and most complex Brazilian M&A transactions in history, was structured as a multi-step acquisition and included a series of SEC-registered mergers and exempt cash tender offers, whereby Ultrapar acquired 100% of the outstanding common and preferred shares of the Ipiranga Group’s three operating companies, each of which was listed on the BOVESPA stock exchange in Brazil. To complete the SEC-registered mergers, Ultrapar issued 54,704,948 preferred shares in exchange for the Ipiranga Group common and preferred shares.
In connection with the Ipiranga Group acquisition, Ultrapar acted pursuant to a series of agreements with Petróleo Brasileiro S.A. and Braskem S.A., the leading Brazilian oil and chemicals companies, respectively. Under the terms of these agreements, Ultrapar acquired the Ipiranga Group on its own behalf and on behalf of Petrobras and Braskem, with the businesses of the Ipiranga Group to be divided among the three companies following completion of the transaction.
Ultrapar is Brazil’s largest distributor of liquefied petroleum gas, the second-largest fuel distributor, a leading chemicals manufacturer and an integrated logistics services provider for petrochemical and chemical manufacturers. Prior to the acquisition, the Ipiranga Group was Brazil’s second-largest fuel distributor and had a significant presence in the petrochemical market.
The Davis Polk corporate team included partners Andrés V. Gil, Dianne G. Kerr and Joseph A. Hall and associates Diego A. Rotsztain, Patrick Jackson, Pheabe S. Morris, Diane R. Young (not yet admitted), Rosa Mae Neel (not yet admitted) and Tiaan Schreuder (not yet admitted). The tax team included partner Kathleen L. Ferrell and associate Catherine Paskoff Chang. Associate Rachel J. Strum provided Investment Company Act advice. Ines Velasco, Amarilys Katy Barbosa and James H. McCormick were the legal assistants on the transaction. All members of the Davis Polk team are from the New York office.
Davis Polk & Wardwell advised Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $250 million principal amount of 5.17% notes due 2017 and $250 million principal amount of 5.20% notes due 2013, in each case guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately GB£27.5 billion, Diageo is the world’s leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B scotch whisky, Tanqueray gin and Guinness stout.
The Davis Polk corporate team included partner David M. Wells and associate John B. Meade of the London office and associate Jennifer Mittelsteadt of the Frankfurt office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser and dealer-manager for Eisai Co., Ltd. (Eisai) in connection with its acquisition of MGI Pharma, Inc. (MGI). Under the terms of the agreement, Eisai will acquire MGI in an all-cash transaction for approximately $3.9 billion. The acquisition will be conducted by means of a tender offer for all of the issued and outstanding shares of MGI, followed by the merger of MGI with Eisai’s acquisition subsidiary. The tender offer is subject to a number of customary closing conditions and is expected to close in the first quarter of 2008.
Eisai is a leading pharmaceutical company based in Tokyo, Japan, with a strong focus on prescription drugs. Based in Bloomington, Minnesota, MGI is a biopharmaceutical company focused on oncology and acute care.
The Davis Polk corporate team includes partner John H. Butler and associate Johannes Wirtz of the New York office.
Davis Polk & Wardwell advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Itaú Securities, Inc., Morgan Stanley & Co. Incorporated, Bradesco Securities Inc. and J.P. Morgan Securities Inc. as joint bookrunners on the Rule 144A/Regulation S initial public offering of Bolsa de Mercadorias & Futuros-BM&F S.A., one of the world’s largest futures exchanges, the largest in Latin America and the only futures exchange operating in Brazil. Certain selling shareholders offered an aggregate of 299,184,846 common shares, listed on the São Paulo Stock Exchange, for a total of approximately US$3.3 billion.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Maurice Blanco, Fabio Lowenthal and Ezgi Kaya of the New York office. The tax team included partner Mary B.Conway and associate Neil Weinberger of the New York office. Associate Alina Fulop of the New York office provided 1940 Act advice. Elizabeth Rollings of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell is advising Van der Moolen Holdings NV in connection with its agreement to sell certain assets related to its New York Stock Exchange specialist activities to Lehman Brothers Inc. Based in Amsterdam, Van der Moolen is an international securities trading and brokerage firm active in securities, futures, derivatives indexes and exchange-traded funds. Based in New York, Lehman Brothers is a leader in global finance.
Under the terms of the agreement, Lehman Brothers will acquire Van der Moolen’s specialist book and the majority of staff. As of December 10, Lehman Brothers will assume specialist responsibility for the operating companies on the New York Stock Exchange floor. Completion of the sale is subject to regulatory approvals and customary closing conditions.
The Davis Polk corporate team includes partner Margaret E. Tahyar and associate Siobhan Dalton of the Paris office and partner Carole Schiffman and associates Majorie White and Cherie Chen of the New York office. Partner Lanny A. Schwartz and associate Timothy J. Welsh of the New York office provided broker-dealer advice. Associate Stefan Quick is providing intellectual property advice. Partner Barbara Nims and associate Ron M. Aizen are providing employee benefits advice. Partner Michael Mollerus is providing tax advice. The legal assistant for the transaction is Matthew Cohen.
Davis Polk & Wardwell advised Morgan Stanley & Co. International plc and Lehman Brothers Inc. as representatives of the underwriters on the US$259 million SEC-registered initial public offering of AirMedia Group Inc. The initial public offering consisted of 17,250,000 American Depositary Shares, or ADSs, each representing two ordinary shares, of which 2,250,000 ADSs were purchased by the underwriters upon exercise of an over-allotment option. The ADSs are listed on the Nasdaq Global Market under the symbol “AMCN”.
Based in Beijing, China, AirMedia Group Inc. operates the largest digital media network in China dedicated to air travel advertising. It has contractual concession rights to operate digital TV screens in 52 airports, including 28 of the 30 largest airports in China, and to place its programs on the routes operated by nine airlines, including the three largest airlines in China.
The Davis Polk corporate team included partner Show-Mao Chen and associates Li He of the Beijing office and Andrew R. Lin and Bate Yu of the Hong Kong office. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Stephanie Neely and Wei Zhang of the Beijing office and Peggy Ann Petercsak of the New York office were the legal assistants on the transaction.
Davis Polk & Wardwell advised Citigroup Global Markets Inc. as sole underwriter in connection with an SEC-registered offering by Bunge Limited of US$862.5 million of its 5.125% cumulative mandatory convertible preference shares with a liquidation preference of US$1,000 per share. Each preference share is mandatorily convertible into common shares that trade on the New York Stock Exchange.
Bunge is a leading global agribusiness and food company founded in 1818. Bunge is the world’s leading oilseed processing company and the largest producer and supplier of fertilizers to farmers in Brazil.
The Davis Polk corporate team included partners Manuel Garciadiaz and Ray Ibrahim and associates Mariana Boranga and Radoslaw Michalak (not yet admitted). Partner Michael Farber and associate Gregory T. Hannibal provided tax advice. Amarilys K. Barbosa was the legal assistant on the transaction. All members of the team work in the New York office.
Davis Polk & Wardwell advised Merrill Lynch International as the sole manager on a landmark SEC-registered bond offering by the Export-Import Bank of Korea of Mexican Peso 1 billion of 8.61% notes due 2017.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell advised ABN AMRO Incorporated, BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. International plc as joint lead managers on an SEC-registered bond offering by the Export-Import Bank of Korea of US$1.5 billion of 5.50% notes due 2012.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC, Citibank Global Markets Inc. and Morgan Stanley & Co. Incorporated as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $1 billion principal amount of 5.17% notes due 2017 and $500 million principal amount of 5.20% notes due 2013, in each case guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately GB£27.5 billion, Diageo is the world’s leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B scotch whisky, Tanqueray gin and Guinness stout.
The Davis Polk corporate team included partner David M. Wells and associates John B. Meade, Sapna Dutta and Gerard H. Kelly (not yet admitted) of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as sole underwriter on the SEC-registered initial public offering of 14,141,516 ADSs of Maxcom Telecomunicaciones, S.A. de C.V. Each ADS represents seven Certificados de Participación Ordinarios, or CPOs, and each CPO represents three shares of Series A common stock. Maxcom and certain selling shareholders completed a concurrent offering of 5,939,394 CPOs in Mexico. The global offering was for US$295 million. The ADSs trade on the New York Stock Exchange and the CPOs trade on the Mexican stock exchange.
Maxcom is a telecommunication services operator providing services to residential and small and medium-sized business customers in four Mexican metropolitan markets, which consist of Mexico City, Puebla, Queretaro and Toluca and selected service in other markets.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Jeffrey Pohlman and Ester del Valle Izquierdo (not yet admitted). The tax team included partner Harry Ballan and associate Gregory T. Hannibal. Partner Nora M. Jordan and associate Gregory S. Rowland provided 1940 Act advice. Counsel Loyti Cheng and associate Brianne M. Lucyk provided environmental advice. Eric Ross was the legal assistant for the transaction. All members of the team are based in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Inc. and UBS Securities LLC as representatives of the underwriters of a registered offering by Molina Healthcare, Inc. of $200 million aggregate principal amount of its 3.75% convertible senior notes due 2014.
Molina Healthcare, Inc. is a multi-state managed care organization that arranges for the delivery of health care services to persons eligible for Medicaid and other government-sponsored programs for low-income families and individuals. The company currently operates health plans in California, Michigan, New Mexico, Ohio, Texas, Utah and Washington.
The Davis Polk corporate team included partners Deanna L. Kirkpatrick and Ray Ibrahim and associates Diego A. Rotsztain, Paul Anderson and Kenneth Charles Piercy (not yet admitted). Partner Lucy W. Farr and associate Gregory T. Hannibal provided tax advice. Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. Luis C. Martos was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Sodexho Alliance, SA in connection with its acquisition of Circle Company Associates, Inc. Circles is a Boston-based leader in customer and employee loyalty programs in North America and offers concierge, incentive, retention and recognition solutions. Based in Montigny-le-Bretonneux, France, Sodexho is a leading global provider of food and facilities management services. The financial terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner Paul R. Kingsley and associates Himanshu P. Singh, Terrence R. O'Donnell (not yet admitted), Gloria Qiao and Eli James Vonnegut (not yet admitted). Partner Kathleen L. Ferrell and associate Kent Heggerud are providing tax advice. Partner Jean M. McLoughlin and associate Ron M. Aizen are providing employee benefits advice. Associate Stefan Quick is providing intellectual property advice. Associate Stephen M. Pepper is providing antitrust advice. Janine Samuel was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets and Wachovia Securities as joint lead managers for a group of underwriters in connection with a $1.5 billion SEC-registered offering of 7.375% perpetual hybrid capital securities of ING Groep N.V.
Based in Amsterdam, ING is one of the world’s largest financial institutions, with significant insurance, banking and asset management operations primarily in the Benelux, North America, Asia and a number of emerging markets in Central Europe and South America.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associate Harold J.G. Brunink of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Counsel Erin K. Cho and associate Natasha Sankovitch of the New York office provided ERISA advice. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice
Davis Polk & Wardwell is advising Nikko Cordial Corp. in connection with the buyout of its minority shareholders by Citigroup Inc. New York-based Citigroup and Nikko Cordial entered into an agreement whereby a Citigroup holding company in Japan will acquire all the remaining minority shares of Nikko Cordial using Citigroup common shares as consideration, at a price of approximately $4.6 billion, representing the first-ever use of a triangular merger by a foreign firm since the practice became legal in Japan in May 2007.
The Davis Polk corporate team includes partner Theodore A. Paradise, associates Michael T. Dunn, Mörk Murdock, Christopher J. Kodama, Hiroshi Sugiyama, law clerk Lindsey Finch and legal specialist Shinichi Yuhara, all of the Tokyo office, and partner Phillip R. Mills of the New York office. Naruhito Cho and Jennifer Connelly are the legal assistants for the transaction.
Davis Polk & Wardwell advised ICICI Bank Limited, acting through its Bahrain branch, as issuer in connection with a Rule 144A/Regulation S offering of US$2 billion aggregate principal amount of 6.625% notes due 2012. Deutsche Bank Securities, Goldman Sachs International and Merrill Lynch International were the joint lead managers and bookrunners for the offering.
Based in Mumbai, ICICI Bank is India's largest private sector bank and India’s largest bank in terms of market capitalization. ICICI Bank has subsidiaries in the United Kingdom, Canada and Russia, branches in Singapore, Dubai, Sri Lanka, Hong Kong, Bahrain and Qatar, and representative offices in the United States, China, United Arab Emirates, Bangladesh, South Africa, Malaysia, Thailand and Indonesia. ICICI Bank is listed on the Bombay Stock Exchange and the National Stock Exchange of India and has its ADSs listed on the New York Stock Exchange.
The Davis Polk corporate team included partner Margaret E. Tahyar, associate Karin B. Braverman and law clerk Jérémie Gallon of the Paris office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd., Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited as representatives of the several underwriters on a €215,000,000 offering by Infineon Technologies Investment B.V. of 1.375% guaranteed subordinated notes exchangeable into American Depositary Shares of Qimonda AG. The offering was conducted outside the United States in reliance on Regulation S.
Concurrently with the offering of the exchangeable notes, Infineon Technologies AG entered into an ADS lending agreement with J.P. Morgan Securities Ltd. whereby Infineon agreed to lend to J.P. Morgan Securities Ltd. 3,550,098 ADSs of Qimonda AG. The loaned ADSs were sold in an SEC-registered offering simultaneously with a secondary public offering of 25,000,000 ADSs of Qimonda AG by Infineon Technologies AG. The proceeds from the sale of the loaned ADSs have been used by an affiliate of J.P. Morgan Securities Ltd. to facilitate certain hedging transactions by investors in the exchangeable notes.
Infineon Technologies Investment B.V., incorporated in the Netherlands, and Qimonda AG, a German stock corporation, are wholly owned and majority-owned subsidiaries, respectively, of Infineon Technologies AG, a German stock corporation that designs, develops, manufactures and markets a broad range of semiconductors and complete system solutions used in a wide variety of microelectronic applications.
The Davis Polk corporate team included partners Witold Balaban and Ray Ibrahim and associates Rafal A. Nowak and Michel Beshara of the New York office, and associate Barbora Moring of the Frankfurt office. Partner Michael Farber and associates Lisa Mahle and Mitchell A. Kent of the New York office provided tax advice.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Toronto-Dominion Bank Financial Group (TD Bank) in connection with its acquisition of New Jersey’s Commerce Bancorp Inc. TD Bank, based in Toronto, is Canada’s second-largest bank by assets and has offices worldwide. Commerce Bancorp is the parent of Commerce Bank and has 400 branches in New Jersey, New York, Pennsylvania, and Delaware, as well as Connecticut, Florida and the Washington, D.C., area.
Under the terms of the agreement, Commerce Bancorp shareholders will receive 0.4142 TD shares and US$10.50 in cash for each Commerce share, for an aggregate purchase price of US$8.5 billion.
The Davis Polk corporate team consists of partner Michael Davis and associate Benjamin H. Klein, both of the New York office.
Davis Polk & Wardwell advised Banc of America Securities LLC as underwriter on the SEC-registered offering by NICE-Systems Ltd. of 4,500,000 American Depositary Shares, each representing one ordinary share. The shares are listed on the Nasdaq Global Market under the symbol “NICE.”
Based in Israel, NICE-Systems Ltd. is a leading provider of solutions that capture, manage and analyze unstructured multimedia content and transactional data enabling companies and public organizations to enhance business and operational performance, address security threats and behave proactively.
The Davis Polk corporate team included partner Alan F. Denenberg and associate Zachary Patton of the Menlo Park office, and associates Arthur Einav and Pheabe S. Morris of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office and associate Gregory T. Hannibal of the New York office provided tax advice. Eric Ross of the New York office was the legal assistant on the transaction.
Davis Polk & Wardwell advised AstraZeneca PLC on the establishment of an automatic shelf registration statement and the immediate takedown of $6.9 billion aggregate principal amount of notes, consisting of $650 million principal amount of floating-rate notes due 2009, $1.75 billion principal amount of 5.40% notes due 2012, $1.75 billion principal amount of notes due 2017 and $2.75 billion principal amount of 6.45% notes due 2037. This was the largest corporate bond deal so far this year and the largest U.S. debt offering in over five years. The proceeds of the offering are being used to refinance commercial paper that AstraZeneca incurred in connection with its recently completed acquisition of MedImmune, Inc., the biotechnology company, a $15.6 billion acquisition on which Davis Polk also advised.
AstraZeneca is a major international research-based bio-pharmaceutical company with headquarters in the United Kingdom.
The Davis Polk corporate team included partners Thomas J. Reid and Jeffrey M. Oakes and associates Sonia L.R. Garner and Nghiem Nguyen, all of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Associate Alina Fulop of the New York office provided investment company advice.
Davis Polk & Wardwell advised Davomas International Finance Company Pte. Ltd. on its further issuance of US$88 million 11% guaranteed senior secured notes due 2011, guaranteed by its parent company, P.T. Davomas Abadi Tbk. Based in Indonesia, P.T. Davomas Abadi Tbk is one of the top two domestic producers of cocoa butter and cocoa powder.
The Davis Polk corporate team included partner William F. Barron and associates Hyun Kim and Kee Won Shin, all of the Hong Kong office.
Davis Polk & Wardwell advised Cosan Limited on its $1.2 billion SEC-registered initial public offering of 111,678,000 shares of Class A common stock, including 13,064,914 shares in the form of Brazilian Depositary Receipts (BDRs). Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated were the underwriters. The Class A common shares are listed on the NYSE and the BDRs are listed on the São Paulo Stock Exchange.
Cosan Limited is the holding company of Cosan S.A. Indústria e Comércio, the largest grower and processor of sugarcane in the world, largest ethanol and sugar producer in Brazil, second-largest ethanol producer in the world and one of the three largest sugar producers in the world.
The Davis Polk corporate team included partner Manuel Garciadiaz, associates Mariana Boranga, Fabio Lowenthal, Joana G. Benjamin and David L. Portilla, and legal assistants Elizabeth Rollings and Deborah Das. Partner Kathleen L. Ferrell and associate Catherine Paskoff Chang provided tax advice. Partner Gail A. Flesher and associate Marie-Christine Eldridge provided environmental law advice. Associate Rachel J. Strum provided '40 act advice. All Davis Polk lawyers and legal assistants are from the New York office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the underwriters on a $518 million SEC-registered global secondary offering of 20,000,000 ordinary shares of AerCap Holdings N.V., a Dutch foreign private issuer, by shareholders of AerCap controlled by Cerberus Capital Management, L.P. The ordinary shares are listed on the New York Stock Exchange under the symbol “AER.”
Based in Amsterdam, the Netherlands, AerCap Holdings N.V. is an integrated global aviation company with a leading market position in aircraft and engine leasing, trading and parts sales.
The Davis Polk corporate team included partner ichard J. Sandler, associates Diego A. Rotsztain, Byron B. Rooney and Molly C. Breyfogle and summer associate Aryeh L. Kaufman. Partner Michael Mollerus and associate Amir C. Chenchinski provided tax advice. Partner Gail A. Flesher provided environmental advice. Partner Nora M. Jordan and associate Rachel J. Strum provided 1940 Act advice. The NASD team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak. Luis C. Martos and Elizabeth Rollings were the legal assistants on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as joint book-running managers of the $467 million initial public offering of Genpact Limited. Genpact and certain selling shareholders offered an aggregate of 35,294,118 common shares, of which 17,647,059 shares were sold by Genpact and 17,647,059 shares were sold by the selling shareholders. Genpact is listed on the New York Stock Exchange under the symbol “G.”
Genpact began in 1997 as the India-based captive business process services operation for General Electric Capital Corporation and provides a wide range of business processes that address the transactional, managerial, reporting and planning needs of its clients. Since becoming an independent company in 2005, Genpact has expanded to serve clients in a variety of industries, including banking and finance, insurance, manufacturing, transportation and health care.
The Davis Polk corporate team included partner Richard A. Drucker and associates Arthur Einav and David L. Portilla. The tax team included partner Kathleen L. Ferrell and associate Arie Rubenstein (not yet admitted). The NASD team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak. Lisa Garmong was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Credit Suisse Securities (USA) LLC as financial adviser to Infocrossing, Inc. on its announced acquisition by Wipro Technologies. Based in Leonia, New Jersey, Infocrossing is a provider of selective IT infrastructure management, enterprise application and business process outsourcing services. Based in Bangalore, India, Wipro Technologies is the global IT services business of Wipro Limited, a provider of comprehensive IT solutions and services, including systems integration, information systems outsourcing, package implementation, software application development and maintenance, and research and development services to corporations globally.
The companies have signed a definitive agreement for Wipro to acquire Infocrossing for $18.70 per share in an all cash deal that will create one of the world leaders in end-to-end IT infrastructure management solutions. The acquisition will be conducted by means of a tender offer for all of the outstanding shares of Infocrossing, followed by a merger of Infocrossing with a Wipro subsidiary. The tender offer is subject to a number of customary closing conditions, including regulatory approvals, and is expected to close by the fourth quarter of 2007.
The Davis Polk corporate team includes partner William L. Taylor and associate Andrew J. Chen, both of the New York office.
Davis Polk & Wardwell is advising Mr. William Louis-Dreyfus and his trust on the restructuring of the family shareholding of the Louis Dreyfus Group. Following the restructuring, Mr. Robert Louis-Dreyfus, the current CEO of the Group, will take control of the Group, and the other family shareholders will retain a minority interest. The restructuring also involves the sale of the shipping business of the Group to Mr. Philippe Louis-Dreyfus. The financial terms of the transaction were not disclosed. Completion of the transaction is subject to obtaining certain regulatory approvals.
The Louis Dreyfus Group is the world’s largest processor, trader and merchandiser of various agricultural and energy commodities. It is also significantly involved in the shipping, telecom and real estate businesses. The Group’s 2006 consolidated annual gross sales exceeded $34 billion.
The Davis Polk corporate team includes partner Arnaud Pérès and associate Loïc Henriot, both of the Paris office.
Davis Polk & Wardwell advised Amber Fund as minority shareholder of Fininfo in connection with the €140 million management buyout of Fininfo and the subsequent reinvestment realized by the Jeulin family and Amber Fund in the acquisition vehicle, Financière Jeulin. Amber Fund is a NewYork-based hedge fund.
The buyout of Fininfo, structured as a public takeover bid, is the first step in a transaction that will lead to the transfer of Fininfo’s financial information business to Telekurs, a Swiss group, and the transfer of Fininfo’s knowledge management business to Financière Jeulin.
Fininfo is an international supplier of financial news services for financial institutions and companies. It is listed on Eurolist Paris. Telekurs is a market-oriented service organization in the fields of card-based payment transactions, electronic payment systems and international financial information.
The Davis Polk corporate team included partner Arnaud Pérès and associates Jean-François Louit and Jérôme Sibille, all of the Paris office.
Davis Polk & Wardwell advised Morgan Stanley & Co. International plc and ICEA Capital Limited as the international underwriters in connection with a US$582 million global offering by KWG Property Holding Limited. The global offering consisted of an initial public offering on the Hong Kong Stock Exchange and an international offering in reliance on Rule 144A/Regulation S.
KWG Property Holding Limited is one of the leading property development companies in Guangdong province in the PRC.
The Davis Polk corporate team included partners William F. Barron and James C. Lin, associates Stephen Takahashi and Bate Yu and summer associate Margaret Chow, all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Partner Nora M. Jordan and associate Rachel J. Strum, both of the New York office, provided 1940 Act advice. Grace Tong Li and Sandra Cheng of the Hong Kong office were the legal assistants for the transaction.
Davis Polk & Wardwell advised Morgan Stanley & Co. International plc and Lehman Brothers Inc. as joint bookrunners and representatives of the underwriters on the US$125.9 million SEC-registered initial public offering of Spreadtrum Communications, Inc. The initial public offering consisted of 8,992,700 American Depositary Shares, each representing three ordinary shares. The American Depositary Shares are listed on the Nasdaq Global Market under the symbol ‚SPRD.‛
Based in Shanghai, China, Spreadtrum Communications, Inc. is a fabless semiconductor company that designs, develops and markets baseband processor solutions for the wireless communications market. The company offers a comprehensive portfolio of highly-integrated processor solutions that support a broad range of wireless communications standards.
The Davis Polk corporate team included partner John G. Crowley and associates Jason H. Pan and C. Alan Fu of the Hong Kong office. The NASD team included counsel Marcie A. Goldstein and legal assistant Peggy A. Petercsak of the New York office. Partner John D. Paton of the London office and former associate Matthew H. Hawes of the New York office provided tax advice. Sandra Cheng of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Telefónica, S.A. and Telefónica Emisiones, S.A.U. on the SEC-registered $2.3 billion aggregate principal amount off-the-shelf note offering by Telefónica Emisiones, S.A.U., fully guaranteed by Telefónica, S.A. The offering consisted of $850 million principal amount of floating-rate senior notes due 2013, $750 million principal amount of 5.855% senior notes due 2013 and $700 million principal amount of 6.221% senior notes due 2017.
Telefónica is the leading provider of fixed-line telephone, wireless communications, Internet access and data transmission services in Spain and one of the largest telecommunications operators in Europe and Latin America.
The Davis Polk corporate team included partner Michael J. Willisch and associates Jake S. Tyshow of the Madrid office and Daniel M. Shapiro of the London office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Paulina Vargas of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Roche Holding Ltd on its proposed acquisition of Ventana Medical Systems, Inc., a leader in the fast-growing histopathology (tissue-based diagnostics) segment. Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics.
Roche will commence a tender offer to acquire all outstanding shares of common stock of Ventana Medical Systems for $75.00 per share in cash, valuing the transaction at approximately $3 billion. The offer will be subject to customary conditions, including the tender of a majority of Ventana’s shares of common stock and Ventana’s board of directors taking all necessary actions to make its shareholder rights plan inapplicable to Roche’s offer.
The Davis Polk transaction team includes partners Arthur F. Golden, Christopher Mayer and Marc O. Williams, associates Bradley Mitchell and Terrence R. O’Donnell (not yet admitted) and summer associate Shan Jiang, all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Brian M. Burnovski, all of the New York office, are providing litigation advice. Partner Joel M. Cohen and associate Stephen M. Pepper, both of the New York office, are providing antitrust advice. Counsel Loyti Cheng and associate Heather Daly, both of the New York office, are providing environmental advice. Partner Steven S. Weiner and associate Duane Nash, both of the Menlo Park office, are providing intellectual property advice. Partner Michael Mollerus and associate David Morris, both of the New York office, are providing tax advice. Partner Jean M. McLoughlin and associate Carolyn G. Cope, both of the New York office, are providing employment advice. Shelley Hoffman is the legal assistant on the transaction.
Davis Polk & Wardwell advised ICICI Bank Limited on its $4.3 billion equity offering. The offering was the largest-ever equity offering by an Indian issuer. The offering consisted of a $2.14 billion SEC-registered offering of 43,451,776 American Depositary Shares (ADSs), representing 86,903,552 equity shares in the United States and a $2.16 billion Regulation S offering in India and other jurisdictions around the world. The ADS offering and the Indian offering each have greenshoe options of $320 million.
Based in Mumbai, ICICI Bank is India’s largest private sector bank and India’s largest bank in terms of market capitalization. ICICI Bank has subsidiaries in the United Kingdom, Canada and Russia, branches in Singapore, Dubai, Sri Lanka, Hong Kong, Bahrain and Qatar, and representative offices in the United States, China, United Arab Emirates, Bangladesh, South Africa, Malaysia, Thailand and Indonesia. ICICI Bank is listed on the Bombay Stock Exchange and the National Stock Exchange of India and has its ADSs listed on the New York Stock Exchange.
The Davis Polk corporate team included partner Margaret E. Tahyar, associate Karin B. Braverman and summer associate Marc J. Tobak of the Paris office, associate Wilfred J.A. Pereira of the London office and associate Prachi Mehta of the New York office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Vivienne M. Guiden of the Paris office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. and Greenhill & Co., LLC as co-financial advisers to Energy East Corporation on its proposed acquisition by Iberdrola, S.A. Based in New York, Energy East Corporation is a respected super-regional gas and electricity transmission and distribution company serving about three million customers in the United States throughout upstate New York and New England. Iberdrola is a Spanish global utility with activities in the full value chain of the electricity business from generation to distribution.
According to the terms of the merger agreement, Iberdrola will pay $28.50 in cash for each outstanding share of Energy East common stock, valuing the transaction at approximately $4.5 billion. The transaction is expected to close, pending regulatory and shareholder approval, in the second quarter of 2008.
The Davis Polk corporate team includes partner Phillip R. Mills and associates Cherie Chen and Brenda Chen (not yet admitted), all of the New York office.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets and Morgan Stanley as joint lead managers for a group of underwriters in connection with a $1 billion SEC-registered offering of 6.375% perpetual hybrid capital securities of ING Groep N.V.
Based in Amsterdam, ING is one of the world’s largest financial institutions, with significant insurance, banking and asset management operations primarily in the Benelux, North America, Asia and a number of emerging markets in Central Europe and South America.
The Davis Polk corporate team included partner Jeffrey M. Oakes, associate Zoe J. Maddox and summer associate David A. Joffe of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Rachel Sterling of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising IPSCO Inc. in connection with its proposed acquisition by SSAB Svenskt Stal AB. Based in Canada, IPSCO is a leading producer of energy tubulars and steel plate in North America with an annual steel-making capacity of 4.3 million tons. SSAB is a Swedish publicly traded corporation with a leading European position in Quenched & Tempered heavy plate and EHS/UHS steel sheet.
According to the terms of the transaction, IPSCO will be acquired by SSAB for U.S. $160 per share in cash for a total equity value of $7.7 billion. The transaction has been approved by the boards of directors of both companies and is subject to certain customary closing conditions.
The Davis Polk corporate team includes partner George R. Bason Jr. and associates Michael Davis and Jeffrey M. Glasheen. Partner Gail A. Flesher and associates Heather Daly are providing environmental advice. Partner Michael Mollerus and associate Raymond J. Holst are providing tax advice. Partner Ronan P. Harty is providing antitrust advice. Partner Barbara Nims and counsel John T. Wright are providing employment advice. Partner Joseph P. Hadley is providing financing advice. The intellectual property team includes associate Stefan Quick (not yet admitted). All members of the Davis Polk team work in the New York office.
Davis Polk Advises ABN AMRO on Its $91 Billion Merger With Barclays
In a Separate Transaction, the Firm Is Advising ABN AMRO on the $21 Billion Sale of La Salle Bank Corporation to Bank of America
Davis Polk & Wardwell is advising ABN AMRO Holding N.V. on its proposed merger with Barclays plc. The transaction is the largest-ever in the banking industry and will create one of the world’s top five banks. Based in the Netherlands, ABN AMRO is an international bank. Based in the United Kingdom, Barclays is a financial services group with a large international presence in Europe, the United States, Africa and Asia.
According to the terms of the merger, ABN AMRO ordinary shareholders will receive 3.225 ordinary shares in Barclays for each existing ABN AMRO ordinary share, valuing the transaction at approximately $91 billion. The transaction is expected to be completed during the fourth quarter of 2007.
In a separate transaction, Davis Polk is advising ABN AMRO on the sale of La Salle Bank Corporation, ABN AMRO’s U.S. bank holding company, to Bank of America Corporation for $21 billion. La Salle is the parent of La Salle Bank, N.A., Chicago, Illinois and La Salle Bank Midwest, N.A., Troy, Michigan. The transaction represents the ninth-largest U.S. bank merger in history and is expected to close before completion of the Barclays offer.
The Davis Polk European-based corporate team advising on ABN AMRO’s proposed merger with Barclays includes partners Margaret E. Tahyar and Thomas J. Reid, associates John B. Meade, Harold J.G. Brunink, Daniel M. Shapiro and Anna Tikkanen and legal assistants Damion R. Jackson and Paulina Vargas.
The Davis Polk New York-based corporate team advising on ABN AMRO’s sale of La Salle to Bank of America includes partners William L. Taylor and William H. Aaronson and associates Michael Davis and Shih-Jern Liang (not yet admitted). Partner Barbara Nims of the New York office is providing employment advice.
Davis Polk partner Randall D. Guynn of the New York office is leading the U.S. bank regulatory team advising on both the Barclays merger and on the sale of La Salle Bank Corporation. Associates Lena V. Kiely and Cristina Diaz, both of the New York office, are providing assistance on the Barclays merger, and associates Yixin (Christine) Chen, Lena Kiely and Shawn Richards, all of the New York office, are providing assistance on the sale of La Salle Bank to Bank of America.
Partner Kathleen L. Ferrell of the New York office, partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office are providing tax advice, and partner Paul W. Bartel II of the New York office is providing antitrust advice, for both the Barclays merger and the sale of La Salle Bank. Associate Neil Weinberg of the New York office is providing tax advice on the sale of La Salle Bank.
Davis Polk & Wardwell is advising AstraZeneca PLC on its acquisition of MedImmune, Inc. AstraZeneca is a leading pharmaceutical firm with headquarters in the United Kingdom. Medimmune, which is based in Maryland, is one of the world's leading biotechnology companies, focused on the areas of infectious diseases, cancer and inflammatory diseases.
Under the terms of the agreement, AstraZeneca will acquire all of the outstanding shares of MedImmune common stock at a price of $58 per share, for a total consideration of approximately $15.6 billion. The acquisition is subject to customary closing conditions, including the tender of a majority of the outstanding MedImmune shares on a fully diluted basis and the expiration or earlier termination of the Hart-Scott-Rodino waiting period and other regulatory approvals. The tender offer is expected to close in June 2007, unless extended.
The Davis Polk corporate team includes partner Paul R. Kingsley and associates William J. Chudd, Kevin J. Brogan and Sophia Hudson, all of the New York office, and partner Thomas J. Reid of the London office. Partner Edmond T. FitzGerald and associates Bernice A. Grant and Carolyn Gratzer Cope, all of the New York office, are providing employment advice. Partners Arthur F. Golden and Patrick A. Bradford and associate Dimitrios Loukas, all of the New York office, are providing antitrust advice. Partner Gail A. Flesher and associate Brianne M. Lucyk, both of the New York office, are providing environmental advice. Partner Mario J. Verdolini and associates Neil Barr and Suzan H. Sandikcioglu, both of the New York office, are providing tax advice. Counsel James P. McIntyre and associate Regina Chang, both of the New York office, are providing real estate advice.
Davis Polk & Wardwell is advising Credit Suisse and J.P. Morgan plc as financial advisers to Converium Holding AG, in connection with SCOR’s unsolicited tender offer for all of Converium’s outstanding shares. Based in Switzerland, Converium is an independent international multi-line reinsurer. SCOR, headquartered in Paris, is France’s leading reinsurer.
According to the terms of the proposed bid, SCOR will offer Converium’s non-U.S. shareholders 0.5 SCOR ordinary shares and 4 Swiss francs in cash for every share in Converium. The transaction values Converium’s issued share capital at 3.1 billion Swiss francs.
The Davis Polk corporate team includes partner Joseph Rinaldi of the Paris office, and partner Nigel D. J. Wilson and associate Wilfred J.A. Pereira, both of the London office.
Davis Polk & Wardwell advised Deutsche Bank AG, Singapore Branch, and The Hongkong and Shanghai Banking Corporation Limited as the initial purchasers in connection with a high-yield debt offering by Lai Fung Holdings Limited of US$200 million aggregate principal amount of its 9.125% senior notes due 2014. The notes are listed on the Singapore Exchange Securities Trading Limited.
Lai Fung Holdings Limited is one of the leading property development companies in Guangdong province in the PRC.
The Davis Polk corporate team included partners William F. Barron and John G. Crowley and associates Stephen Takahashi, Andrew R. Lin and Brian J. Baker (not yet admitted) of the Hong Kong office. Grace Tong Li of the Hong Kong office was the legal assistant for the transaction.
Davis Polk & Wardwell is advising Software AG on its acquisition of webMethods, Inc. webMethods provides business integration software that integrates, assembles and optimizes information technology assets to drive business process productivity. Headquartered in Darmstadt, Germany, Software AG is a global leader in mission-critical software infrastructure solutions based on open standards.
According to the terms of the transaction, Software AG will acquire webMethods through a cash tender offer for $9.15 per share, or approximately $546 million. The transaction is expected to be completed in the second quarter of 2007 and is subject to customary closing conditions, including regulatory clearances.
The Davis Polk corporate team includes partner Martin A. Wellington and associates Mischa Travers and Christopher Pan, all of the Menlo Park office, partner Patrick S. Kenadjian of the Frankfurt office and partner Peter R. Douglas and associates Waqaas Fahmawi and Joanna A. McGinley (not yet admitted), all of the New York office. Partner Harry Ballan and associates Gregory T. Hannibal and M. Ryan LaRosa, all of the New York office, are providing tax advice. Partner Barbara Nims and associate Ron M. Aizen, both of the New York office, are providing employment advice. Partner Arthur J. Burke of the Menlo Park officer and associate Stephen M. Pepper of the New York office are providing antitrust advice. Counsel Margaret M. Ayres and associate Bethany K. Hipp, both of the Washington, D.C. office, are providing Exon-Florio advice. The intellectual property team includes partner Steven S. Weiner of the Menlo Park office and associate Stefan Quick (not yet admitted) of the New York office. Mathew Cohen of the New York office is the legal assistant for the transaction.
Davis Polk & Wardwell is advising Roche Holding Ltd on its proposed acquisition of BioVeris Corporation. Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. BioVeris Corporation is a global health care and biosecurity company developing proprietary technologies in diagnostics and vaccinology.
According to the terms of the merger agreement, Roche will acquire 100% ownership in BioVeris for $21.50 per share in cash for a total of approximately $600 million. The transaction is expected to close during the third quarter of 2007, pending approval of BioVeris’s shareholders, receipt of certain regulatory approvals and other customary closing conditions.
The Davis Polk corporate team includes partner Christopher Mayer and associates Paul Denley Hodgdon and Marcel Barth, all of the New York office. The tax team includes partner Michael Mollerus and associates Jenny L. Ruzow and Catherine Paskoff Chang (not yet admitted), all of the New York office. Partner Jean M. McLoughlin of the New York office and associates Cynthia Akard and Jeffrey M. Smith, both of the Menlo Park office, are providing employment advice. Partner Ronan P. Harty and associate Stephen M. Pepper, both of the New York office, are providing antitrust advice. The environmental team includes counsel Loyti Cheng and associates Marie-Christine Eldridge and Elisabeth Hanratty (not yet admitted), all of the New York office. Counsel Joseph J. Sperber and associate Sarah M. Carley, both of the New York office, are providing real estate advice. Janine Samuel of the New York office is the legal assistant on the transaction.
Davis Polk & Wardwell advised ABN AMRO Inc., DEPFA BANK plc, J.P. Morgan Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG as underwriters of concurrent SEC-registered debt offerings of €300 million floating-rate notes due 2014 and US$600 million floating-rate notes due 2010 by The Korea Development Bank.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Sandra Cheng of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Deutsche Bank AG London Branch in connection with its purchase of $1.5 billion aggregate principal amount of Series A floating-rate bonds due 2009 issued by Eco Telecom Limited, an indirect Gibraltar subsidiary of Alfa Bank. Eco Telecom’s obligations under the bonds are secured by a pledge of shares in Open Joint Stock Company ‚Vimpel-Communications‛ and cash margining arrangements, and are guaranteed by Eco Telecom’s parent, Altimo Holdings & Investments Limited, a British Virgin Islands entity. Alfa Bank is one of Russia’s largest privately own
