Mergers & Acquisitions

Mergers & Acquisitions

M&A transactions in today's global economy frequently involve multiple geographical touchpoints around the world, including the domiciles of the constituent parties, any key technological or commercial partners and the locations of the primary customer bases. Global reach and seamless integration across these geographies is critical to bringing these increasingly complex transactions to a successful and efficient close.

Orrick has built a global M&A platform by combining with the most prestigious local firms such as Rambaud Martel in France, Hölters & Elsing in Germany, and Coudert Brothers in China, the United Kingdom and Russia. As a result, our partners around the world are not only experienced lawyers but also recognized as leading practitioners in their markets.

Our Work

Our work regularly includes acquisition financings, takeover defenses and hostile transactions, cross-border transactions, going private transactions, leveraged and management buyouts, M&A litigation, purchases and sales of divisions and subsidiaries, reorganizations and recapitalizations, restructurings, special and audit committee assignments, and spin-offs.

Leveraged Buyouts and "Going Private" Transactions

Orrick has extensive experience representing lenders, buyers, sellers, directors and management in leveraged buyout transactions. We routinely represent special committees of directors of public companies considering leveraged buyout proposals. We also regularly represent financing sources. In addition, we frequently are retained by investors who participate with management in leveraged acquisitions of private companies and subsidiaries and divisions of public companies and by senior management that wishes to initiate a management buyout.

Orrick draws on an assortment of skills from other practices within the firm to create opportunities and solve problems. Having served as counsel in numerous leveraged buyouts, our lawyers have a broad range of experience in structuring, documenting, negotiating and closing leveraged buyouts. Our leveraged buyout practice is national in scope and includes the representation of foreign investors in the United States. As a result of our lawyers’ history of assisting investment banks in creating new financial instruments and representing lending institutions in investment financings, we can help structure as well as document the many layers of debt and equity employed in leveraged transactions.

Proxy Contests

Orrick has substantial experience in representing both management and insurgents engaged in proxy contests and consent solicitations and planning for such campaigns. We are able to provide clients with assistance at all stages of a campaign, from the initial period, when strategies must be developed, tactics evaluated and solicitation materials prepared, through completion of the solicitation process, the holding of the shareholders’ meeting and the subsequent proxy tabulation and challenge process. As with takeover defense matters generally, our litigation lawyers experienced in proxy contest litigation are available to become involved in a proxy or consent solicitation at any time.

Public Company Transactions

Over the years, Orrick has represented numerous publicly held companies in connection with mergers, acquisition and sale transactions, and tender offers. We are highly experienced in all aspects of complex public company acquisitions. Our services in these transactions include advice as to appropriate acquisition strategies and transaction structuring, particularly to increase the likelihood of completing a successful acquisition or merger, minimize liability risks, avoid premature public disclosure and reduce the risk that a competing offer may jeopardize the deal. We also counsel directors as to their fiduciary duties, particularly the difficult duties directors must discharge when deciding to sell or auction the company or when considering competing bids.

We guide clients through the myriad of issues raised by using consideration other than cash, such as stock or debt, including tax considerations, valuation issues, price protection mechanisms, Securities Act of 1933 registration and registration rights. Further, we assist clients with respect to the multitude of other matters which routinely arise in public company acquisitions, such as securities law compliance (including federal tender offer requirements, disclosure obligations and insider trading restrictions), corporate law compliance (including the California fairness hearing process and the Delaware takeover law), antitrust and Hart-Scott-Rodino Antitrust Improvements Act compliance, employee and employee benefit plan matters, environmental issues, and tax issues and planning.

Takeover Defenses & Hostile Transactions

The M&A transactions that our firm handles include contested matters such as hostile bids, unsolicited tender offers, proxy contests and other transactions involving changes in corporate control.

Takeover Defenses

  • Orrick has assisted numerous companies in considering, developing and implementing defensive devices and strategies against unsolicited or hostile takeovers. Our knowledge and experience, combined with our resources, enables the firm to provide clients with the high quality and timely advice, counseling and assistance required to respond to an unsolicited takeover bid, devise and establish defensive measures, participate in a proxy contest, or carry out a defensive recapitalization or "white knight" acquisition of the corporation. In addition, our litigation lawyers experienced in takeover defense matters work closely with our mergers and acquisitions group lawyers on all takeover defense assignments.
  • The defensive measures considered by our clients with our assistance have included the adoption of charter and bylaw provisions requiring supermajority votes and the payment of a "fair price" for shares, limiting the removal of directors and the calling of shareholder meetings, restricting actions by shareholders and staggering the election of directors. They also have included the adoption of shareholder rights plans or "poison pills," implementation of dual classes of common stock, reincorporation in Delaware, spin-offs, recapitalizations and other corporate restructurings.

Hostile Transactions

  • Our global takeover work brings to bear experts in many critical areas, such as corporate and securities law, litigation, antitrust/competition law, tax law, employment law and real property law. Before launching a hostile takeover bid, we work closely with the takeover proponent to engage appropriate members of its working group (e.g., investment bankers, proxy solicitors, public relations firms, etc.), implement communications and confidentiality processes, thoroughly research the target and consider various takeover strategies and tactics and related public disclosure obligations.
  • We work extensively with the takeover proponent to identify the takeover strategies and tactics that are best-suited to the facts and circumstances of a given target and afford the takeover proponent the best opportunity for success. These strategies may include informal contact with the target management to assess interest in a negotiated transaction, "bear hug" notifications to the target as a precursor to launching a hostile tender offer, launching a hostile tender offer directly to the target’s shareholders, negotiated purchases from the target’s major shareholders, open market purchases or a proxy fight coupled with a tender offer.
Transactions Involving Divisions and Subsidiaries

Orrick regularly represents clients in connection with acquisitions or divestitures of divisions and subsidiaries. Transactions of this kind raise difficult legal issues, such as identification of the assets to be sold, treatment of shared assets, allocation of responsibility for liabilities between buyer and seller, the extent of each party’s indemnification obligations, escrow arrangements, the scope of post-closing supply and service arrangements, treatment of employees and employee benefits, and tax matters. We have substantial experience in addressing these and other complex issues which typically surface in divestiture transactions. We also have considerable expertise in representing our clients in connection with the sale or auction processes which have become common and accepted methods of disposing of divisions and subsidiaries.

Joint Ventures

We are experienced in structuring and negotiating sophisticated and complex strategic alliances, including joint ventures, licensing, manufacturing and distribution arrangements, and technology sharing agreements. Orrick lawyers counsel clients on the complex structuring alternatives available in these transactions.

We have advised on the establishment of joint ventures around the world, including recent transactions in the United States, China, France, Germany, Italy, Japan, Russia, the Ukraine, and the United Kingdom.

Clients

Orrick lawyers have built significant experience advising serial acquirers on their strategic acquisitions, including Acer, Google, iVillage, Oracle and Yahoo!. We also regularly represent clients on the sell-side—in just the past two years, we have advised clients in their acquisition by global leaders such as Applied Materials, AT&T, Dell, Disney, Facebook, Google, Microsoft, Myspace, Symantec, Thomson Reuters, Twitter, Verizon Wireless and Yahoo!.

Industry Experience

Orrick has substantial global M&A experience in every major industry, including information technology, cleantech/energy, retail/consumer products, real estate, financial services, life sciences and manufacturing. Our corporate lawyers play a significant role in planning and executing mergers and acquisitions for public and private companies, regularly representing both buyers and sellers in M&A transactions for Fortune 500, middle-market and emerging companies around the globe.

Europe

France

Areva T&D in its sale by Areva to Schneider Electric and Alstom, which offered €2.29 billion in equity value (i.e., €4.09 billion in enterprise value).

Vivendi SA in the €2.143 billion sale of 51-percent of Polska Telefonia Cyfrowa Sp.z.o.o. by Vivendi and its Polish partner Elektrim SA to Deutsche Telekom AG, and the settlement of all outstanding litigation between the parties.*

Vinci SA in the acquisition of 100-percent of the shares in Faceo.

Cube Infrastructure in the €170 million acquisition, by a venture between Cube Infrastructure and Trenitalia of 100-percent of the share capital of Arriva Deutschland GmbH.*

Eiffaime in its defense against an unsuccessful hostile takeover attempt by Sacyr Vallehermoso.*

SPX Corporation in its acquisition of the European Automotive Diagnostics Division of Johnson Controls.*

Edmond de Rothschild Capital Partners Fund in the acquisition of a shareholding in BHP Group.*

La Compagnie du Vent and its chairman, founder and CEO, Mr. Jean-Michel Germa, in the €321 million (US$423 million) transfer of 50.1-percent of Compagnie du Vent's share capital to Suez Energy Europe.

Groupe Marne et Champagne and Société de Champagnes Giesler in the sale of their majority holding in Lanson International Ltd.

Liberty Global, Inc., in the €1.25 billion (US$1.64 billion) sale of UPC France S.A. to Cinven and Altice.

Ixis Corporate and Investment Bank and Nexgen Capital Ltd. in Lagardère SCA's partial withdrawal from EADS's share capital.

Reig Capital Group in its €660 million (US$846 million) bid to acquire Groupe Taittinger.*

Renault S.A. in the sale of shares of SNR Roulements to NTN Corporation.*

Société Foncière Lyonnaise SA in its acquisition of a 50-percent interest in SCI Paul Cezanne from Predica Assurances de Personnes.

* Cross-border transactions

Germany

Genetrix SL, a Spanish life sciences company, with regard to a reverse merger transaction in which X-Pol Biotech S.L., a subsidiary of Genetrix, acquired a majority shareholding in Sygnis Pharma AG, which is listed on the Frankfurt Stock Exchange.*

Nobilia in the strategic acquisition of 30-percent of the shares in France’s FBD Group.*

Murphy & Spitz Green Capital AG on the sale of its stake in CTF Solar GmbH to Roth & Rau AG.

KNM Process Systems Sdn. Bhd in its acquisition of the BORSIG Group.* (Finalist, M&A Advisor 2009 European Industrial Manufacturing/Distribution Deal of the Year)

Alliance Boots in its acquisition of a 90-percent stake in Megapharm GmbH.*

Mechel OAO in its acquisition of HBL Holding GmbH.*

Federal Republic of Germany with regard to all aspects of the privatization of the Deutsche Bahn AG (German railway system and international transport and logistics group of companies) including (inter alia) the corporate restructuring of Deutsche Bahn AG, capital markets aspects and regulatory questions.

HPV Hanseatic Petrol Vertriebs GmbH in the acquisition of the GO petrol station network by Shell Deutschland Oil GmbH and Sprint Tank GmbH.

Biocon Ltd. in its acquisition of AxiCorp GmbH.

Pfizer in the takeover of the Coley Pharmaceutical Group.

EADS and Thales in the transfer of the German-French joint venture Bayern-Chemie/Protac to the MBDA Group.*

Findos Group in its acquisitions of majority stakes in Brinkhof Group Holding B.V. and Sterntaler Holding GmbH.

Acciona S.A. in the Endesa takeover process.

Deutsche Post AG in its acquisition of DHL.

* Cross-border transactions

Italy

SAPSA Group S.r.l. in the acquisition of 100-percent of the shares in SAPSA Bedding S.r.l. and Mattress Holding SAS from Sealy Corporation.*

Ersel Investment Club in the 80-percent acquisition and of Millbo S.p.A.

Acer Europe B.V. in the acquisition of a 29.9-percent share capital in Olidata S.p.A.

Philogen, SpA in its joint venture with Bayer Schering Pharma AG for the development of the research on anti-tumoral drugs.*

Shareholders of Zephir S.p.A. in the sale of their 100-percent shareholding to a confidential acquiror.

Credem Private Equity in the leveraged buyout of the majority stake of Galeati Industries Grafiche.

Buongiorno S.p.A. in its acquisition of Flytxt Limited.*

Fujifilm Italia S.R.L. in the reorganization of the company structure through the sale of shares to a European holding company.

* Cross-border transactions

Russia

Companies within FESCO Transportation Group in US$900 million sale of shares in National Container Company Group (NCC).

One of the largest U.S.-based private equity funds in its successful acquisition of a minority stake in Unimilk for a purchase price in excess of US$175 million. This landmark deal is the largest single investment ever made by the fund.*

Investsberbank, PromFinService Bank and OmskPromStroybank in the bank merger and sale of the combined bank.

Coca-Cola Hellenic Bottling Company S.A. in its acquisition of Aqua Vision.*

Far East Shipping Company PLC and Prominvestors in their acquisitions of 50-percent stake in National Container Company and Transgarant.

Investsberbank, PromFinService Bank and OmskPromStroybank in their investment in the Novorossiysk Commercial Sea Port.

AAI Acquisition Inc. in its acquisition of Adam Aircraft Industries, Inc.*

London & Regional Properties in its sale of a company owning shopping centers in Russia to Sponda PLC.*

* Cross-border transactions

United Kingdom

Carluccio's plc in the terms of a recommended cash offer from C1 Acquisitions Limited.

CoorsTek, Inc. in the acquisition of the Flowguard pressure control business from GE.

Telenor ASA and VimpelCom Ltd. in connection with the formation of VimpelCom Ltd., a US$23.8 billion NYSE-listed emerging market mobile operator, the contribution of Telenor ASA and Alfa Group's mobile assets in Russia and Ukraine to VimpelCom Ltd., and VimpelCom Ltd.'s registered U.S. exchange offer and Russian voluntary tender offer for the shares and ADRs of OJSC "Vimpel-Communications."*

Textron in the $265 million sale of its business unit, HR Textron, to Woodward Governor Company.

Corgi International Limited in the global combination of Master Replicas, Corgi International Limited and Cards Inc. and the spin-offs of Corgi Classics and the Zindart manufacturing facility.*

The majority shareholders of EC&O Venues in the sale of a 50 percent interest in Earls Court and Olympia Exhibition Centre to Liberty International PLC, valuing the business at £400 million (US$824 million).

Tissue Science Laboratories PLC in its acquisition by Covidien Holding Ltd.

Telenor ASA in its US$950 million merger of OAO VimpelCom-Region with OAO Vimpel Communications.*

* Cross-border transactions

United States

Instagram in its US$1.0 billion acquisition by Facebook.

Yammer, Inc., in its US$1.2 billion acquisition by Microsoft.

Par Pharmaceutical Companies in its US$1.9 billion acquisition by TPG Capital.

Gap, Inc. in its acquisitions of Intermix Holdco Inc. and Athleta Corporation.

Heroku, Inc. in its US$250 million acquisition by Salesforce.com.

Recurrent Energy in its US$305 million acquisition by Sharp Corporation.*

CoorsTek in its US$245 million acquisition of Saint-Gobain.*

StreamServe Inc. in its US$71 million all-cash merger with a wholly owned subsidiary of Open Text Corporation (NASDAQ: OTEX).*

First Solar, Inc. in its US$285 million acquisition of NextLight Renewable Power LLC

Apple Inc. in its acquisition of Siri, Inc.

KACE Networks, Inc. in its acquisition by Dell, Inc.

Sigma-Tau Finanziaria S.p.A. and its U.S. affiliate, Sigma-Tau Pharmaceuticals, Inc., in their US$327 million acquisition of the specialty products division of Enzon Pharmaceuticals, Inc.

Vhayu Technologies in its acquisition by Thomcorp Holdings Inc. (2010 M&A Advisor Middle Market IT Deal of the Year)

Powerset in its acquisition by Microsoft Corporation.

Google in its sale of Performics to Publicis Groupe.*

Acer Inc. in its US$710 million acquisition of Gateway, Inc. and its acquisition of Packard Bell BV.* (2008 M&A Advisor IT Deal of the Year)

Stag's Leap Wine Cellars in its acquisition by a joint venture between Ste. Michelle Wine Estates and Marchese Piero Antinori.*

Nomura Holdings, Inc. in its US$1.2 billion acquisition of Instinet Incorporated from Silver Lake Partners.*

iVillage, Inc. in numerous strategic acquisitions and its US$660 million acquisition by NBC Universal, Inc.

TC Pipelines, LP in its US$430 million acquisition of a 20 percent interest in Northern Border Pipeline Company from Northern Border Partners, LP.

IMPAC Medical Systems, Inc. (NASDAQ: IMPC) in its acquisition by Elekta AB

Corixa Corporation (NASDAQ: CRXA) in its $400 million acquisition by GlaxoSmithKline.

CalWest Industrial Properties, LLC in its $2.1 billion acquisition of Cabot Industrial Properties (NYSE: CTR).

Fritz Companies, Inc. (NASDAQ: FRTZ) in its $430 million acquisition by United Parcel Service, Inc. (NYSE: UPS).

* Cross-border transactions

Asia

China

VanceInfo Technologies Inc. in its US$875 million merger with hiSoft Technology International Ltd.

CRH plc in the RMB 2.1 billion (US$311 million) acquisition of a 26-percent shareholding in the Jilin Yatai Group's cement operations (Yatai Cement).*

Cosco Pacific Limited in securing a concession agreement with Piraeus Port Authority S.A. to develop and operate two piers in Greece.* (2008 Asian-Counsel Deal of the Year)

SPX Corporation in its acquisition of AUTOBOSS Tech, Inc.*

DHL Express (Hong Kong) Limited on its investment in the new North Asia Hub facility at the Shanghai Pudong International Airport.

Florens Container Services Company Limited in its US$870 million sale of marine containers and container lease agreements in more than 35 countries.*

Corporación IMPSA and Industrias Megalurgicas Pescarmona S.A. in the restructuring, acquisition and divestiture of the Caliraya-Botocan-Kalayaan power complex.* (2006 Asian-Counsel Deal of the Year)

* Cross-border transactions

Japan

U-Shin, one of Asia's largest producers of automotive access mechanisms, in its €223 million acquisition of Valeo's Access Mechanisms Business, involving 12 plants in eight jurisdictions, including Asia, Europe and South America.

FMC Corporation in its acquisition of a herbicide, fluthiacet-methyl, which is jointly owned by Kumiai Chemical Industry Co., Ltd. and Ihara Chemical Industry Co., Ltd.*

Chuo Kagaku Co., Ltd. on the sale by its U.S. subsidiary, Central Packaging Corp., of all its shares of C&M Fine Pack, Inc., to C&M Packaging LLC. *

Toyota Tsusho Corporation in its acquisition of 40-percent minority share interest in Sun Valley Rice Investments, LLC and establishment of a strategic joint venture between the two parties.*

Toyota Tsusho Corporation and Chubu Electric Power Co., Inc. in an acquisition of a 50-percent of ownership of a power generation facility in Canada from Goreway Luxembourg Holdings S.a.r.l.*

Nippon Soda Co., Ltd. (Nisso) in its acquisition of the Tebufenozide insecticide business of Dow AgroSciences, a wholly owned subsidiary of The Dow Chemical Company.

Dentsu Inc. in its acquisition of a subsidiary from Video International Group to establish an advertising subsidiary of Dentsu Inc. in Russia, Dentsu-Smart LLC.*

QOL Co Ltd. in its acquisition of Eber Co. Ltd.

Nomura Securities Co., Ltd. as financial advisors to Sompo Japan Insurance Inc. in connection with Sompo's business combination with Nipponkoa Insurance Company, Limited.

Nomura Securities Co., Ltd. as financial advisor to Aioi Insurance Company, Limited in connection with a share exchange transaction between Aioi and Mitsui Sumitomo Insurance Group Holdings, Inc.

Sojitz Corporation in the sale of its equity interest in Arysta LifeScience Corporation.

Osaka Gas Energy in its acquisitions of the membership interests in an ArcLight Energy Partners Fund I, L.P. subsidiary and the remaining ownership (50-percent) of the Marianas Energy Company, LLC, and in its sale of its indirect lender's interest in a U.S. power facility to an affiliate of GSO Capital Partners.*

Toyota Tsusho Corporation in the sale of its equity interest in Arysta LifeScience Corporation.

Etro S.p.A. in its increase of its control in a Japan-based, three-party joint venture, including Mitsui & Co.*

Georg Jensen A/S in its acquisition of its Japanese joint venture from Takashimaya Co. Ltd.*

Makhteshim, as bidder, in the auction of the largest privately held life sciences company in Japan.*

* Cross-border transactions

​Orrick’s practice has gained recognition from industry publications, including:

  • The Legal 500 for our leading practices in the United States, France, Germany, Hong Kong, Italy, Japan, Russia, the United Kingdom and Vietnam
  • Chambers for our leading M&A practices in China, Hong Kong, France and the United States (California)
  • PLC Global 50 for leading practices in France and Germany
  • IFLR1000 for our leading practices in China, Hong Kong and Japan
  • M&A Advisor for our work on deals of the year in the United States and Europe

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