Davis Polk & Wardwell is advising Comcast Corporation on its $1.05 billion investment in a new public company resulting from the combination of the high-speed wireless businesses of Sprint Nextel Corporation and Clearwire Corporation. The new company, which will be named Clearwire, will be focused on expediting the deployment of the first nationwide mobile WiMAX network to provide a true mobile broadband experience for consumers, small businesses, medium and large enterprises, public safety organizations and educational institutions.
Intel, Google, Time Warner Cable and Bright House Networks will also invest in Clearwire, at a target price of $20 per share, for a total investment in the new venture of $3.2 billion. The total transaction value will be approximately $14.5 billion, assuming an investment price of $20.00 per share.
The Davis Polk corporate team includes partners David L. Caplan, Carole Schiffman and Marc O. Williams, associates William J. Chudd, James E. Elworth, Jeffrey M. Glasheen, Paul D. Hodgdon, Sophia Hudson, Joanna A. McGinley, James Zha, Andrew M. Delia (not yet admitted), Melba E. Kapesa (not yet admitted), David Raudkivi (not yet admitted) and Eli J. Vonnegut (not yet admitted), and foreign temporary associate Timothy R. Blanchard (not yet admitted). Partner Avishai Shachar and associates Neil Barr and Kent Heggerud are providing tax advice. Partner Kyoko Takahashi Lin and associate Ron M. Aizen are providing benefits advice. Associates Frank J. Azzopardi and Stefan Quick are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Kara N. Johnson is the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
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 is advising Greenhill & Co., LLC as financial adviser to the Special Committee of the Board of Directors of Wendy’s International, Inc. in connection with its definitive merger agreement with Triarc Companies, Inc. The transaction, which has been approved by the boards of directors of both companies, is an all-stock transaction in which Wendy’s shareholders will receive a fixed ratio of 4.25 shares of Triarc Class A common stock for each share of Wendy’’s common stock they own.
The transaction will bring together Arby’s and Wendy’s, two leading quick-service restaurant brands distinguished by traditions of quality food and service. The combined systems will have approximately 10,000 restaurant units and pro forma annual system sales of approximately $12.5 billion, positioning it as the nation’s third-largest quick-service restaurant company. Under the agreement, Triarc’s shareholders will be asked to approve a charter amendment pursuant to which each share of Triarc’s Class B common stock, Series 1, will be converted into one share of its Class A common stock, resulting in a post-merger company with a single class of common stock. Arby’s and Wendy’s will operate as autonomous brand business units headquartered in Atlanta, Georgia, and Dublin, Ohio, respectively, each dedicated to operational improvements.
The Davis Polk corporate team includes partner John K. Knight and associate David L. Portilla, both of the New York office.
Davis Polk & Wardwell is advising Blue Coat Systems, Inc. on its acquisition of Packeteer, Inc. Under the terms of the agreement, Blue Coat will acquire Packeteer through a cash tender offer of $7.10 per share, or approximately $268 million. The transaction is subject to customary conditions and is expected to close in May 2008. Davis Polk is also advising Blue Coat in connection with an $80 million aggregate principal amount offering of senior convertible notes to be issued to Francisco Partners II LP and an affiliate of Elliott Associates LP in a private placement, the proceeds of which will be used to partially fund the acquisition of Packeteer.
Based in Sunnyvale, California, Blue Coat Systems, Inc., a leader in WAN Application Delivery and Secure Web Gateway, secures web communications and accelerates business applications to customers worldwide. Based in Cupertino, California, Packeteer is a global leader in WAN Application Delivery.
The Davis Polk corporate team includes partners William M. Kelly, Julia K. Cowles and Sarah K. Solum and associates Sarvenaz Madi, Stephen Salmon, Colin Sturt and Niki Fang, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate Ryan LaRosa, both of the Menlo Park office, are providing tax advice, and Menlo Park counsel Cynthia Akard is providing employment advice. Menlo Park partner Steven S. Weiner, Menlo Park associates Emma Maconick and Vishnu Reddy, and New York associate Stefan Quick are providing intellectual property advice. Menlo Park partner Arthur J. Burke and New York associate Stephen M. Pepper are providing antitrust advice.
Davis Polk & Wardwell is advising Basic Energy Services, Inc. in connection with the merger of equals between Basic Energy Services and Grey Wolf, Inc. Under the terms of the agreement, Grey Wolf shareholders will receive $1.82 in cash and 0.2500 shares of new Grey Wolf for each share of Grey Wolf they currently own. Basic Energy Services shareholders will receive $6.70 in cash and 0.9195 shares of new Grey Wolf for each share of Basic Energy Services they currently own. The new company, called Grey Wolf, Inc., has an estimated enterprise value of $2.9 billion and will be assuming a net debt of approximately $960 million.
Basic Energy Services, based in Midland, Texas, is the nation’s third-largest well-servicing rig contractor, with more than 4,600 employees in 11 states, operating in the major oil and gas-producing markets in the United States. Based in Houston, Texas, Grey Wolf is the fourth-largest provider of contract land-drilling services in the United States, servicing major and independent oil and gas companies with a premium fleet of 121 rigs.
The Davis Polk corporate team includes partners George R. Bason Jr., Michael Davis, Lawrence E. Wieman and Michael Kaplan, and associates Stevan R.B. Nicholas and H. Oliver Smith. Partner Kathleen L. Ferrell and associate Christine E. Graham are providing tax advice. Partner Edmond T. FitzGerald and associate Ron M. Aizen are providing employee benefits advice. All members of the Davis Polk team work in the New York 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 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 advising Patriot Coal Corporation on its $709 million acquisition of Magnum Coal Company. Under the terms of the agreement, Magnum shareholders will receive approximately 11.9 million shares of newly issued Patriot Coal common stock. Patriot will also assume net debt estimated at $150 million. The transaction is subject to certain regulatory and shareholder approvals and customary closing conditions. The proposed transaction is expected to close around mid-year.
Patriot Coal, based in St. Louis, Missouri, is a leading producer and marketer of coal in the eastern United States, with 10 company-operated mines and numerous contractor-operated mines in Appalachia and the Illinois basin. West Virginia-based Magnum Coal is one of the largest and lowest-cost producers in Central Appalachia, operating 12 mines and 7 preparation plants.
The Davis Polk corporate team includes partner William L. Taylor and associates Ajay Lele, Brenda Chen, Daniel Smit and Nupur Chandna (not yet admitted). Partners E. Waide Warner Jr. and Sartaj Gill and associate Gavin R. Skene are providing credit advice. Partner Gail A. Flesher, counsel Betty Moy Huber and associates Dessislav Dobrev and Heather Daly are providing environmental advice. The tax team includes partner Kathleen L. Ferrell and associate Craig A. Phillips. Partner Joel M. Cohen and associates Stephen M. Pepper, Crystal McKellar and Julie L. Hassman are providing antitrust advice. Partner Sarah E. Beshar and associate Alain Kuyumjian are providing capital markets advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is serving as US counsel to the Swedish government in connection with its €5.6 billion (US$ 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 is advising JPMorgan as financial adviser to NYMEX Holdings in connection with its proposed acquisition by CME Group. The companies expect the merger to close in the fourth quarter of 2008.
Chicago-based CME Group is a combined entity formed by the 2007 merger of the Chicago Mercantile Exchange and the Chicago Board of Trade that provides the widest range of benchmark futures and options products available on any exchange, covering all major asset classes. New York-based NYMEX is the parent company of the New York Mercantile Exchange, the world's largest physical commodity futures exchange and the preeminent trading forum for energy and precious metals.
The Davis Polk corporate team includes partner George R. Bason Jr. and associates Ashleigh S. Kyle and Jeffrey M. Glasheen, all of the New York office.
Davis Polk & Wardwell is advising Getty Investments L.L.C. in connection with the proposed private equity buyout of Getty Images, Inc. by affiliates of Hellman & Friedman LLC. Getty Investments and certain related parties, including the co-founder and chairman of Getty Images, Mark Getty, who collectively hold approximately 15% of the company's shares, agreed to rollover their shares into the acquiring entity. Getty Images is the world’s leading creator and distributor of visual content and other digital media.
The transaction is valued at approximately $2.4 billion, including the assumption of existing debt. Pending stockholder and regulatory approvals and other closing conditions, the transaction is expected to close in the second quarter of 2008.
The Davis Polk corporate team includes partners Daniel G. Kelly Jr. and Sarah K. Solum, and associates Robert J. Maynes and Vincent T. Cannon, all of the Menlo Park office. Partner Kathleen L. Ferrell and associate Matthew Kohley (not yet admitted) of the New York office are providing tax advice. The intellectual property team includes partner Steven S. Weiner of the Menlo Park office and associate Frank J. Azzopardi of the New York office. Partner Barbara Nims of the New York office and counsel Cynthia Akard of the Menlo Park office are providing employment advice. Partner Arthur J. Burke of the Menlo Park office and associate Stephen M. Pepper of the New York office are providing antitrust advice. Partner Dennis E. Glazer of the New York office is providing litigation advice.
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 is advising Banc of America Securities LLC and Morgan Stanley & Co. Incorporated as financial advisers to Kellwood Company in connection with Sun Capital’s proposed $21.00 per share tender offer and the related merger agreement. The tender offer has been recommended by the board of directors of Kellwood and is expected to be consummated on February 12.
Headquartered in St. Louis, Missouri, Kellwood is a $1.6 billion leading marketer of apparel and consumer soft goods. Sun Capital Partners is a leading private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies.
The Davis Polk corporate team includes partner Leonard Kreynin and associate Vijay J. Shroff, both of the New York office.
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 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 is advising Affymetrix, Inc. on its acquisition of USB Corporation. Based in Santa Clara, California, Affymetrix is engaged in the development, manufacture, sale and service of consumables and systems for genetic analysis in the life sciences and clinical healthcare markets and is recognized as a market leader in creating breakthrough tools that are advancing the understanding of the molecular basis of life. USB is a privately held Cleveland, Ohio-based company that develops, manufactures and markets an extensive line of molecular biology and biochemical reagent products.
Under the terms of the acquisition, Affymetrix will acquire USB for approximately $75 million in cash. The transaction is expected to close in the first quarter of 2008, following the satisfaction of regulatory requirements and other customary closing conditions.
The Davis Polk corporate team includes partners William M. Kelly and Sarah K. Solum and associates Matthew E. King and Christopher D. Kelley, all of the Menlo Park office. Partner Michael Mollerus and associate M. Ryan LaRosa of the New York office are providing tax advice. The intellectual property team includes partner Steven S. Weiner of the Menlo Park office. Partner Gail A. Flesher and associate Brianne M. Lucyk of the New York office are providing environmental advice. Counsel Cynthia Akard of the Menlo Park office is providing employment advice.
Davis Polk & Wardwell advised Emerson Electric Co. and Crane Co. in connection with the sale of their joint venture, Industrial Motion Control, LLC (IMC), to DE-STA-CO, a subsidiary of Dover Corporation. The terms of the transaction were not disclosed.
IMC, based in Wheeling, Illinois, is one of the world's leading manufacturers of mechanical motion control products for use in industrial automation equipment. Its products, which include high-precision cam-actuated index drives, parts handlers and precision link conveyors, are sold under the Camco and Ferguson brands. IMC was formed in 2001 as a joint venture between Emerson Electric Co., a diversified global technology company, and Crane Co., a diversified manufacturer of highly engineered industrial products. DE-STA-CO, headquartered in Auburn Hills, Michigan, is a leader in robotic tooling solutions for workplace and automation needs.
The Davis Polk corporate team included partner Phillip R. Mills, associate James E. Elworth and foreign temporary associate Fabian Dietz (not yet admitted). Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. Partner Po Sit and associate Jenny L. Ruzow provided tax advice. Counsel John T. Wright provided employee benefits advice. Associate Stefan Quick provided intellectual property 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 the outside directors of Trane Inc. in connection with its proposed sale to Ingersoll-Rand Co. Under the terms of the merger agreement, Trane shareholders will receive cash-and-stock. Ingersoll-Rand agreed to pay the shareholders $36.50 plus 0.23 of its shares for each Trane share. The $10.1 billion deal would create one of the world‘s largest makers of air conditioners. The transaction, which is expected to close late in the first quarter or early in the second quarter of 2008, is subject to approval by Trane shareholders, regulatory approvals and customary closing conditions.
The Davis Polk corporate team included partners Arthur F. Golden and George R. Bason Jr. and associate Jeffrey M. Glasheen, all of the New York office.
Davis Polk & Wardwell is advising AMIS Holdings, Inc., the parent company of AMIS Semiconductor, in connection with its proposed acquisition by ON Semiconductor Corporation. Based in Pocatello, Idaho, AMIS is a leader in the design and manufacture of mixed-signal and digital semiconductor products.
According to the terms of the transaction, AMIS shareholders will receive 1.15 shares of ON Semiconductor common stock for each AMIS share held. The transaction is valued at approximately $915 million and is expected to be completed in the first half of 2008, pending approval by AMIS and ON Semiconductor stockholders and regulatory approvals.
The Davis Polk corporate team includes partners William M. Kelly and Mischa Travers and associates Nicholas R. Olmsted and Lee B. Shepard, all of the Menlo Park office. Partner Arthur J. Burke of the Menlo Park office and associate Stephen M. Pepper of the New York office are providing antitrust advice. Partner Michael Mollerus and associate Jenny L. Ruzow of the New York office are providing tax advice. The intellectual property team includes partner Steven S. Weiner and associates Emma Maconick and Vishnu Reddy, all of the Menlo Park office. Counsel Betty Moy Huber and associates Heather Daly and Dessislav Dobrev (not yet admitted) of the New York office are providing environmental advice. Counsel Cynthia Akard of the Menlo Park office is providing employment 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 is advising Comcast SportsNet, as managing partner of FSN Bay Area, on the long-term extension of FSN Bay Area’s existing rights agreement and media partnership with the San Francisco Giants baseball team. Terms of the transaction were not disclosed.
FSN Bay Area reaches nearly 4 million households in Northern California and Northern Nevada. In addition to San Francisco Giants baseball, FSN Bay Area's programming includes Oakland Athletics baseball, Golden State Warriors basketball, San Jose Sharks hockey, San Jose SaberCats football, The Best Damn Sports Show Period and The FSN Final Score. Comcast SportsNet has operated FSN Bay Area since June 30, 2007, when Comcast Corporation acquired a controlling interest in the network from Cablevision Systems Corporation’s programming subsidiary, Rainbow Media Holdings LLC. Based in Philadelphia, Comcast is the nation's leading provider of cable, entertainment and communications products and services. In April 2008, FSN Bay Area will be renamed Comcast SportsNet Bay Area.
The Davis Polk corporate team includes partners David L. Caplan and William H. Aaronson, and associates James E. Elworth, Paul D. Hodgdon, and Eli J. Vonnegut. Partners Avishai Shachar and Mario J. Verdolini and associates Neil Barr and David Morris are providing tax advice. Partner Bradley Y. Smith and associate Molly C. Breyfogle are providing credit advice. Associates Frank J. Azzopardi and Matthew J. Bacal are providing intellectual property advice. Partner Arthur J. Burke, of the Menlo Park office, is providing antitrust advice. Matthew Cohen, of the New York office, and Jessica L. Talbot, of the Menlo Park office, are the legal assistants for the transaction. Except as noted above, all members of the Davis Polk team are based in the New York office.
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 is advising E*TRADE Financial Corp. in connection with a $2.5 billion investment led by affiliates of Citadel Investment Group. E*TRADE is a New York-based family of companies that provides financial services, including trading, investing, banking and lending for retail and institutional customers. Citadel is a leading alternative investment institution.
Under the terms of the investment, Citadel invested $1.5 billion in cash in exchange for 12.5% senior unsecured notes and common stock. It is expected that Citadel will invest an additional $150 million in exchange for 12.5% senior unsecured notes and common stock by January 15, 2008. In addition, Citadel has purchased E*TRADE’s entire asset-backed securities portfolio for $800 million in cash. Separately, investment funds managed by BlackRock, Inc. invested $100 million in cash in exchange for 12.5% senior unsecured notes and common stock. The total amount of common stock expected to be issued by E*TRADE is approximately 19.99% of the current outstanding common stock.
The Davis Polk corporate team includes partners Daniel G. Kelly Jr., Bruce K. Dallas and Sarah K. Solum of the Menlo Park office and John D. Amorosi and Michael Davis of the New York office, and associates Ajay B. Lele, Aly El Hamamsy, Yair Geva and Daniel Smit (not yet admitted), of the New York office, and Dharini Mathur of the Menlo Park office. Partners Joseph P. Hadley and Jinsoo H. Kim and associate Justin Goldblatt of the New York office are providing credit advice. Partner Randall D. Guynn of the New York office is providing financial regulatory advice. Partner Danforth Townley is providing investment management advice. Partner Kathleen L. Ferrellof the New York office is providing tax advice. Partner Lanny A. Schwartz and associate Timothy J. Welsh of the New York office provided broker-dealer advice. Partner Paul W. Bartel II and associate Stephen M. Pepper are providing antitrust advice. The legal assistants for the transaction are Matthew Cohen of the New York office and Cari M. Hebel of the Menlo Park office.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to The Genlyte Group Incorporated (‘Genlyte’) in connection with its sale to Philips Holding USA Inc. (‘Philips’), a wholly owned subsidiary of Royal Philips Electronics. Based in Louisville, Kentucky, Genlyte is a leading manufacturer of lighting fixtures, controls and related products for the commercial, industrial and residential markets.
Under the terms of the agreement, Philips will acquire Genlyte in an all-cash transaction for approximately US$2.7 billion. The acquisition will be conducted by means a tender offer for all of the issued and outstanding shares of Genlyte, followed by the merger of Genlyte with Philips’ 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.
The Davis Polk corporate team includes partners Michael Davis and John K. Knight, and associate Andrew Wallace, all based in the New York office.
Davis Polk & Wardwell is serving as U.S. counsel to EQT Partners in connection with the cash offer to acquire Securitas Direct AB by ESML Intressenter AB, a venture indirectly jointly owned by EQT V, Saeki AB, Melker Schoerling AB and Investment AB Latour. Based in Malmö, Sweden, Securitas Direct is a leading provider of high-quality security services to homes and small businesses. EQT is a leading private equity group in Northern Europe.
According to the terms of the offer, ESML has offered SEK 26 in cash for each Class B share and SEK 8.60 for all outstanding warrants, valuing the bid at approximately $1.5 billion.
The Davis Polk corporate team includes partners Peter R. Douglas and George R. Bason Jr. and associate Paul Denley Hodgdon, all of the New York office.
Davis Polk & Wardwell is advising Corsair Capital Partners as one of the subscribers in an issuance by NewStar Financial of $125 million of common stock in a PIPES transaction.
Based in Boston, Massachusetts, NewStar Financial is a specialized commercial finance company focused principally on meeting the complex financing needs of customers in the middle market through its corporate, commercial real estate and structured products groups.
NewStar Financial has entered into a definitive agreement with certain accredited institutional investors for the private placement of 12.5 million shares of common stock at a price per share of $10.00, representing a premium of 10.4% to the closing price on the date immediately prior to announcement. Investors in the transaction include founding shareholders Corsair Capital, Union Square Partners and Och-Ziff Capital Management, as well as outside investors Swiss Re and SAB Capital.
The transaction is structured in two tranches with an initial closing of 7.25 million shares, which represents 19.9% of the company's outstanding shares before the offering, expected on November 29, 2007, subject to customary closing conditions. Issuance of the second tranche of 5.25 million shares is subject to approval by NewStar's shareholders, which will be sought at a special meeting of stockholders to be held in January 2008. The closing of the second tranche is expected to occur within three business days following a shareholder vote in favor of the transaction, subject to customary closing conditions.
Citi acted as placement agent in this transaction.
The Davis Polk corporate team includes partner John D. Amorosi and associates Natacha Marty and Kenneth Charles Piercy. Partner Harry Ballan is providing tax advice. All members of the team are based in the New York office.
Davis Polk & Wardwell is advising Greenhill & Co., LLC as financial adviser to American Financial Realty Trust (AFRT) in connection with the acquisition of AFRT by Gramercy Capital Corp.
Based in Jenkintown, Pennsylvania, AFRT is a self-administered, self-managed real estate investment trust that acquires properties from, and leases properties to, regulated financial institutions. Gramercy is a New York-based commercial real estate specialty finance company that focuses on the direct origination and acquisition of whole loans, subordinate interests in whole loans, mezzanine loans, preferred equity, CMBS and other real estate securities, and net lease investments involving commercial properties throughout the United States.
Under the terms of the merger agreement, Gramercy will acquire all of American Financial’s common stock for per share consideration of $5.50 in cash and 0.12096 shares of Gramercy common stock. Upon closing, American Financial's shareholders are expected to own approximately 31% of Gramercy's outstanding shares. The transaction is valued at $3.4 billion, including the assumption of American Financial’s outstanding indebtedness. The transaction has been unanimously approved by both companies’ boards of directors and is expected to close towards the end of the first quarter of 2008. It is subject to customary closing conditions, including approval by both Gramercy’s and AFRT’s stockholders.
The Davis Polk corporate team includes partner John K. Knight and associate Jeffrey M. Glasheen of 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 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 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 is advising Quadrangle Capital Partners II LP, a private equity fund focused on the media and communications industries, on its acquisition of all of the shares of NTELOS Holdings Corp. owned by Citigroup Venture Capital Equity Partners. Following the acquisition, Quadrangle funds will own approximately 27% of NTELOS’s outstanding common stock, including shares currently held by another Quadrangle fund.
NTELOS is an integrated communications provider with headquarters in Waynesboro, VA. NTELOS provides products and services to customers in Virginia, West Virginia, Kentucky, Ohio, Tennessee, Maryland and North Carolina, including wireless phone service, local and long-distance telephone services, and data services for Internet access and wide-area networking. Citigroup Venture Capital Equity Partners is a private equity fund managed by an affiliate of Court Square Capital Partners, an independent private equity firm focused primarily on leveraged buyout transactions in the middle market.
The Davis Polk corporate team includes partners Phillip R. Mills and Michael Kaplan and associates Stephen M. Pepper and Vijay J. Shroff, all of the New York office.
Davis Polk & Wardwell advised GE Commercial Finance, a subsidiary of General Electric, in connection with its investment in Credit Orienwise Group Limited. With a presence across all of China’s major economic regions, Credit Orienwise is one of the fastest-growing non-bank finance corporations in China.
GE Commercial Finance acquired existing shares from Credit Orienwise’s founder and controlling shareholder representing 7.8% of the total shares of the company on a fully diluted basis. In connection with this investment, Credit Orienwise and GE Commercial Finance also entered into a memorandum of understanding regarding a planned joint venture to expand Credit Orienwise’s product and services to small and medium-sized enterprises in China.
The Davis Polk corporate team included counsel Mark J. Lehmkuhler and associates Zhan Chen, Allan C. Lai (not yet admitted) and Richard (Sukjoon) Lee, all of the Hong Kong office.
Davis Polk & Wardwell is advising Metalmark Capital on its sale of assets owned by Canyon Gas Resources, LLC to Energy Transfer Partners, L.P., a publicly traded partnership owning and operating a diversified portfolio of energy assets. Metalmark Capital is an independent private equity firm.
According to the terms of the agreement, Energy Transfer Partners will acquire the gas gathering assets of Canyon Gas Resources located in the prolific Piceance-Uinta Basin in Colorado and Utah. The financial terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner John A. Bick and associate James E. Elworth. Partner Michael Mollerus and associate Raymond J. Holst are providing tax advice. Counsel George R. Ince Jr. is providing employment advice. Counsel Betty Moy Huber is providing environmental advice. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising MediaTek, Inc. on its acquisition of the assets related to the Analog Devices, Inc. Othello® radio and SoftFone® baseband chipset product lines, as well as certain cellular handset baseband support operations. Based in Taiwan, MediaTek is a leading fabless semiconductor company for wireless communications and digital media solutions. Analog Devices is a Massachusetts-based leader in data conversion and signal conditioning technology.
Under the terms of the acquisition, MediaTek will acquire the operations for approximately $350 million in cash. The boards of directors of both companies have approved the transaction, which is expected to close near the end of 2007, following the satisfaction of regulatory requirements and other customary closing conditions.
The Davis Polk corporate team includes partner Alan F. Denenberg and associates Sam Kelso and Matthew E. King, all of the Menlo Park office. Partner Rachel D. Kleinberg of the Menlo Park office is providing tax advice. The intellectual property team includes partner Steven S. Weiner and associate Vishnu Reddy, both of the Menlo Park office, and associate Stefan Quick (not yet admitted) of the New York office. Counsel Cynthia Akard of the Menlo Park office is providing employment advice.
Davis Polk & Wardwell is advising Gateway, Inc. on the sale of its Professional Division to MPC Corporation. Gateway, headquartered in Irvine, California, is a leading provider of personal computers, PC-related products and services and consumer electronics products.
According to the terms of the acquisition agreement, MPC will assume responsibility for all operations and warranty support associated with Gateway’s Professional business, with Gateway receiving a promissory note from and an equity stake in MPC in return. The transaction is expected to be completed early in the fourth quarter of 2007 and is subject to customary closing conditions, including regulatory clearances.
The Davis Polk corporate team includes partners Bruce K. Dallas and Mischa Travers and associate Stephen Salmon of the Menlo Park office. The Davis Polk credit team includes partner Jinsoo H. Kim and associate Gavin R. Skene (not yet admitted) of the New York office. Partner Arthur J. Burke of the Menlo Park office and associate Stephen M. Pepper of the New York office are providing antitrust advice. Partner Rachel D. Kleinberg of the Menlo Park office and associate Gregory T. Hannibal of the New York office are providing tax advice. Counsel Cynthia Akard of the Menlo Park office is providing employment advice.
Davis Polk & Wardwell is advising Advanced Semiconductor Engineering, Inc. in connection with its acquisition of ASE Test Limited in a going-private transaction. Advanced Semiconductor Engineering, based in Taiwan, is one of the world’s largest independent providers of integrated circuit-packaging services and, together with its approximately 51%-owned subsidiary ASE Test, the world’s largest independent provider of integrated circuit-testing services, including front-end engineering test, wafer probe and final test services.
According to the terms of the proposed acquisition, ASE Test ordinary shares listed on the NASDAQ Stock Market will be acquired for $14.78 per share in cash, and ASE Test Taiwan depositary shares listed on the Taiwan Stock Exchange will be acquired for $0.185 (based on the prevailing exchange rate) per share in cash. The proposed acquisition is valued at approximately $784 million.
The proposed acquisition was unanimously approved by the board of directors of Advanced Semiconductor Engineering and the independent directors of ASE Test (based on the recommendation of the special committee comprised of independent directors formed for the purpose of evaluating the proposed acquisition). Subject to the satisfaction of customary closing conditions and the approval of ASE Test’s shareholders who are not affiliated with Advanced Semiconductor Engineering, the proposed acquisition is expected to close in December 2007.
The Davis Polk corporate team includes partner Show-Mao Chen, counsel Mark J. Lehmkuhler and associates Miranda So, Zhan Chen and Allan C. Lai (not yet admitted), all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan, both of the London office, are providing tax advice.
Davis Polk & Wardwell is advising Metalmark Capital on its sale of Cantera Natural Gas, LLC to Copano Energy, L.L.C. Cantera is a natural gas-gathering, processing and marketing company based in Colorado. Houston-based Copano is a midstream natural gas company with natural gas-gathering, intrastate pipeline and natural gas-processing assets in Oklahoma and Texas. Metalmark Capital is an independent private equity firm.
According to the terms of the agreement, Copano will acquire Cantera for $562.5 million in cash, subject to closing adjustments, and 3,245,817 Class D units to be issued at closing. The transaction is expected to be completed in the fourth quarter of 2007, subject to customary closing conditions, including Hart-Scott-Rodino Act approval.
The Davis Polk corporate team includes partner John A. Bick and associate James E. Elworth. Partner Michael Mollerus and associate Raymond J. Holst are providing tax advice. Counsel George R. Ince Jr. is providing employment advice. Counsel Betty Moy Huber is providing environmental advice. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Thomas & Betts Corporation on its acquisition of The Lamson & Sessions Co. Headquartered in Memphis, Tennessee, Thomas & Betts is a leading manufacturer of electrical components used in construction, industrial and utility markets. Lamson & Sessions is a leading producer of thermoplastic enclosures, fittings, conduit and pipe, and wiring devices for the electrical, telecommunications, consumer, power and waste water markets.
According to the terms of the acquisition agreement, Thomas & Betts will acquire Lamson & Sessions in an all-cash transaction valued at $27.00 per share or approximately $450 million. Subject to the satisfaction of customary closing conditions and the approval of Lamson & Sessions’ shareholders, the transaction is expected to close in late 2007.
The Davis Polk corporate team includes partners Paul R. Kingsley and Michael Davis and associates Scott D. Mitnick and Kevin J. Brogan, all of the New York office. Partner Arthur J. Burke of the Menlo Park office and associate Stephen M. Pepper of the New York office are providing antitrust advice. Counsel Betty Moy Huber and associates Heather Daly and Brianne M. Lucyk, all of the New York office, are providing environmental advice. Partner Jean M. McLoughlin and associate Natasha Sankovitch, both of the New York office, are providing employment advice. The real estate team includes counsel Joseph J. Sperber and associate Ilya Fradkin (not yet admitted), both of the New York office. Partner Kathleen L. Ferrell of the New York office is providing tax advice.
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 VF Corporation on its acquisition of Seven For All Mankind, LLC and lucy activewear, inc. The two companies will form the foundation of a new lifestyle brand-based coalition, VF Contemporary Brands, which VF intends to build with additional contemporary brands over time. Based in North Carolina, VF is a leader in branded lifestyle apparel including jeanswear, outdoor products, image apparel and sportswear. Based in Los Angeles, 7 For All Mankind® is the nation’s leading premium denim-lifestyle brand, sold in luxury retail stores and high end specialty boutiques and online at www.7forallmankind.com. Based in Portland, Oregon, lucy® is a rapidly-growing women's active lifestyle retail brand.
According to the terms of the transactions VF has agreed to pay $775 million for Seven For All Mankind, LLC and $110 million for lucy activewear, inc. The acquisitions will be financed through existing cash, borrowings under its existing credit facility and the placement of long-term debt. Both acquisitions are subject to receipt of customary government approvals and other customary conditions and are expected to be completed by the end of August.
The Davis Polk corporate team includes partners Julia K. Cowles of the Menlo Park office and George R. Bason Jr. of the New York office, associates Beth Hooton Ruiz, Lee B. Shepard and Tobias Bage (not yet admitted), and summer associate Jason Bassetti, all of the Menlo Park office. Partner Paul W. Bartel II and associate Stephen M. Pepper of the New York office are providing antitrust advice. Partner Rachel D. Kleinberg of the Menlo Park office is providing tax advice. Partner Gail A. Flesher of the New York office is providing environmental advice. Counsel Cynthia Akard of the Menlo Park office is providing employment advice. Partner Steven S. Weiner of the Menlo Park office is providing intellectual property advice.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to the board of trustees of Republic Property Trust in connection with the acquisition of Republic by Liberty Property Trust. Republic is a fully integrated, self-administered and self-managed real estate investment trust formed to own, operate, lease, acquire and develop primarily Class A office properties.
Under the terms of the merger agreement, Liberty will acquire all of Republic's outstanding common shares for $14.70 per share in cash, valuing the transaction at approximately $850 million. Completion of the transaction, which is currently expected to occur in the fourth quarter of 2007, is contingent upon customary closing conditions and the approval of Republic's shareholders.
The Davis Polk corporate team includes partner Michael Davis and associate Terry F. Crawford Jr., 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 is advising Crestview Partners, L.P. on its acquisition of a significant equity stake in ValueOptions, Inc., the largest independent behavioral health care company in the United States. Crestview is a New York-based private equity firm. The financial terms of the transaction were not disclosed.
The Davis Polk corporate team includes partners Carole Schiffman and Michael Davis and associates H. Oliver Smith and Shih-Jern Liang. Partner Kathleen L. Ferrell and associate Alon Gurfinkel are providing tax advice. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Compagnie de Saint-Gobain on its acquisition of Owens Corning’s Siding Solutions business. Based in Ohio, Owens Corning is a world leader in building materials systems and composite solutions. Based in France, Saint-Gobain is a leading producer of flat glass, glass packaging, insulation, building materials, fiber glass reinforcements, abrasives, high-performance plastics, industrial ceramics and pipe.
Under the terms of the transaction, Saint-Gobain will acquire Owens Corning’s Siding Solutions business, including the Norandex/Reynolds distribution business, for $371 million in cash. The transaction is expected to close by the end of the third quarter of 2007.
The Davis Polk corporate team includes partner Carole Schiffman, associates Scott D. Mitnick, Natacha Marty and Tyler W. Thorn and summer associate Carlo M. Caponi. The tax team includes partner Kathleen L. Ferrell and associate Arie Rubenstein (not yet admitted). Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Partner Barbara Nims and associate Natasha Sankovitch are providing employment advice. Partner Lowell Gordon Harriss is providing bankruptcy and litigation advice. Counsel James P. McIntyre and associate Karla Booth are providing real estate advice. Associates Frank J. Azzopardi, Matthew J. Bacal and Marie-Christine Eldridge are providing intellectual property advice. All members of the Davis Polk team work in the New York 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 is advising Roche Holding Ltd on its alliance with Alnylam Pharmaceuticals, Inc., a U.S. biotechnology firm, in which Roche obtains a non-exclusive license to Alnylam’s technology platform for developing RNAi (RNA interference) therapeutics. RNAi is a potential foundation for an entirely new class of human therapeutic products based upon a breakthrough in understanding how genes are turned on and off in cells. Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics.
The alliance will initially cover four therapeutic areas: oncology, respiratory diseases, metabolic diseases and certain liver diseases. Alnylam and Roche also will collaborate on RNAi drug discovery for one or more disease targets in these therapeutic areas. In addition, Roche will acquire Alnylam’s European research site located in Kulmbach, Germany (Bavaria), subject to regulatory approval. This site will become Roche’s Center of Excellence for RNAi therapeutics discovery.
Under the terms of the agreement, Roche will pay Alnylam $331 million in upfront cash payments and equity investment, including 1.975 million shares of Alnylam common stock that the Roche Venture Fund agreed to purchase at $21.50 per share, representing less than 5% of Alnylam’s outstanding common stock. Roche will also pay Alnylam milestone payments on products as they advance in development and commercialization, as well as royalties on future sales of commercial products. Furthermore, Roche may pay Alnylam field expansion payments to increase the number of therapeutic areas. The closing of the agreements is subject to certain regulatory approvals and is expected to occur in the third quarter of 2007.
The Davis Polk corporate team includes partner Nancy L. Sanborn, associates Vijay Shroff and Michael Segall (not yet admitted) and summer associate Bhawandeep Pavan Jawanda, all of the New York office. Partner Steven S. Weiner of the Menlo Park office is providing intellectual property advice.
Davis Polk & Wardwell is advising Limited Brands, Inc. on the transfer of a 75% majority interest in its Limited Stores business to affiliates of Sun Capital Partners, Inc. Limited Brands, through Victoria’s Secret, Bath & Body Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle Co., Henri Bendel and Diva London, presently operates 3,140 specialty stores. Sun Capital Partners is a leading private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies.
According to the terms of the transaction, Limited Brands will transfer a 75% ownership interest in its Limited Stores business to affiliates of Sun Capital Partners. In exchange, Sun Capital Partners will contribute $50 million of equity capital into the business and will arrange for a $75 million credit facility. The transaction is expected to close within 30 days and is subject to customary closing conditions.
The Davis Polk corporate team includes partners David L. Caplan and Carole Schiffman and associates Ajay B. Lele, William J. Chudd and Florian Feder (not yet admitted). Partner Kathleen L. Ferrell and associate Suzan H. Sandikcioglu are providing tax advice. Counsel John T. Wright is providing employment advice. Partner Lawrence E. Wieman is providing credit advice. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Thomas & Betts Corporation on its acquisition of the Joslyn Hi-Voltage and Power Solutions businesses from Danaher Corporation. Thomas & Betts is a leading manufacturing of electrical components used in construction, industrial and utility markets.
Joslyn Hi-Voltage offers a broad range of high voltage electric switches, reclosers, vacuum interrupter attachments and related products used mainly by electric utilities. Power Solutions offers a broad range of products and services designed to ensure a high quality, reliable flow of power to commercial and industrial customers for mission critical applications such as datacenters.
According to the terms of the transaction, Thomas & Betts will acquire both businesses for approximately $280 million in cash. The transaction is subject to the satisfaction of certain customary closing conditions and is expected to close in the third quarter of 2007.
The Davis Polk corporate team includes partner Paul R. Kingsley, associates Terry F. Crawford Jr. and Gloria Qiao and summer associate Stephen Witthuhn, all of the New York office. Partner Kathleen L. Ferrell and associate Kimberley A. Champlin, both of the New York office, are providing tax advice. Partner Steven S. Weiner of the Menlo Park office and associates Frank J. Azzopardi and Marie-Christine Eldridge, both of the New York office, are providing intellectual property advice. Associate Stephen M. Pepper of the New York office is providing antitrust advice. Matthew Cohen of the New York office is the paralegal 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 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 is advising Quadrangle Capital Partners II LP, a private equity fund focused on the media and communications industries, on its acquisition of Dennis Publishing, a publisher of some of the world’s most successful young male lifestyle magazines and websites, including Maxim, Blender, Stuff and Maxim.com. The financial terms of the transaction, which is expected to close in the third quarter, were n
