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Mergers & Acquisitions

Mergers, acquisitions, divestitures, joint ventures and strategic investments are fundamental tools of corporations, financial institutions and private equity investors.

Clients rely on Shearman & Sterling’s global M&A team to guide them through transactions that will transform their organizations. Corporations and financial sponsors trust that we understand their business needs and will offer pragmatic, solutions-oriented advice and focused execution throughout each deal.

We deliver a high level of partner attention and seamless collaboration with related practice areas, including antitrust, tax, finance, capital markets, compensation and intellectual property, among others. Our clients know they will benefit from our depth of experience and awareness of market practice, and they rely on our team’s innovative mindset and willingness to design optimal – and at times completely unique – structures to achieve their legal and business objectives.

Every client and every matter is important to us. Regardless of transaction size, all of our clients can leverage our integrated global platform to get sophisticated guidance and advice on some of the most complex and time sensitive transactions.

With approximately 200 M&A lawyers across the firm’s 20 offices, our team advises on the full spectrum of domestic and cross-border public and private M&A deals, whether negotiated or unsolicited.

For highlights of our Mergers & Acquisitions work please click the transaction types below.

  • Public M&A
    • Altice N.V. (AMS) in its $17.7 billion acquisition of Cablevision Systems Corporation (NYSE)
    • B/E Aerospace (NASDAQ) in its pending $6.4 billion acquisition by aerospace equipment manufacturer Rockwell Collins (NYSE)
    • General Electric (NYSE) in the pending merger of GE Oil & Gas with Baker Hughes (NYSE) to create a $32 billion oilfield services company
    • American Axle & Manufacturing (NYSE) in its pending $1.6 billion acquisition of automotive components manufacturer Metaldyne Performance Group (NYSE)
    • HeartWare (NASDAQ) in its $1.1 billion acquisition medical device manufacturer Medtronic (NYSE)
    • Salesforce.com (NYSE) in its $2.8 billion acquisition of cloud-based e-commerce platform Demandware, Inc. (NYSE)
    • Liberty Global (NASDAQ) in its $8.2 billion acquisition of Cable & Wireless Communications plc (LSE)
    • Fairfax Financial Holdings in its $1.9 billion takeover of specialty insurer and reinsurer Brit plc (LSE) and in its “stalking horse” bid to acquire sports equipment manufacturer Performance Sports Group (NYSE) out of bankruptcy
    • Albemarle Corporation (NYSE) in its $6.2 billion acquisition of Lithium producer Rockwood Holdings (NYSE)
    • Zillow (NASDAQ) in its $2.5 billion acquisition of online real estate database Trulia (NYSE)
  • Private M&A
    • Citibank in its acquisition of the Costco Wholesale co-branded credit card portfolio from American Express
    • Dycom Industries in its acquisition of NextGen Telecom Services Group
    • Societe Generale in its acquisition of Kleinwort Benson and merger with SocGen’s UK private bank, Hambros, to create a top 20 UK wealth management firm
    • The National Hockey League’s Arizona Coyotes in the sale of 51% of the franchise to hedge fund manager Andrew Barroway
    • Pierpont Securities, Stone Point Capital and General Atlantic in their merger with Amherst Securities Group
    • Boston Globe Media Partners in the sale of the Worcester Telegram & Gazette to Halifax Media Group
    • Ventiv Technology in its acquisition of ‘insurance-centric’ IT services company 4iSoft
    • Yahoo Japan Corporation in its acquisition of Synergy Marketing
  • Cross Border M&A
    • Sompo Holdings (Japan) in its pending $6.3 billion acquisition of insurer and reinsurer Endurance Specialty Holdings (Bermuda)
    • Ardagh Group S.A. (Ireland) in its $3.4 billion acquisition of certain metal beverage can manufacturing assets and support locations in Europe, Brazil, and the United States from Ball Corporation (US) and Rexam PLC (UK)
    • Bank of Communications (China) in its acquisition of 80% of Banco BBM (Brazil)
    • Jinjiang Hotel Group (China) in its acquisition of Groupe du Louvre and its subsidiary, Louvre Hotels Group (France), from Starwood Capital Group (US)
    • Engie S.A. (France) in the sale of its stake in the Meenakshi coal-fired power plant (India) and in the sale of its stake in independent power producer Paiton (Indonesia)
    • General Electric (US) in its $4.3 billion acquisition of the aviation business of Avio S.p.A. (Italy)
    • Liberty Global (US) in its $23 billion acquisition of Virgin Media (UK)
    • Anglo American (UK) in the sale of minority interests in the Anglo American Sur copper mining company (Chile), to Mitsubishi Corporation and Codelco (the Chilean state-owned mining company) and the negotiation of related partnership arrangements
    • Wausau Paper (US) in its sale to Svenska Cellulosa Aktiebolaget (Sweden)
  • Divestitures
    • The Dow Chemical Company in the $5 billion carve-out of its chlor-alkali business and Reverse Morris Trust transaction with Olin Corporation
    • Nokia in the $3 billion carve-out sale of its HERE digital mapping and location services business – the largest global competitor to Google Maps – to a consortium of German auto manufacturers including Audi, BMW and Daimler
    • Intercontinental Exchange, Inc.  in its sales of Wombat Financial Software, NYFIX and Metabit, each units of NYSE Technologies
    • Citibank in the sale of its consumer and commercial banking operations in Peru to The Bank of Nova Scotia, and in the sale of its alternative investor services business to SS&C Technologies
    • Dun & Bradstreet in the sale of its domestic business in Latin America to CB Alliance, Inc.
    • ExxonMobil in the sale of its refinery in Torrance, California
    • B/E Aerospace in the spin-off of its services business to form KLX Inc.
    • JetBlue Airways in the sale of its in-flight entertainment subsidiary, LiveTV,  to Thales Avionics
  • Joint Ventures
    • Sumitomo Rubber Industries in the dissolution of its global alliance with The Goodyear Tire & Rubber Company
    • The Dow Chemical Company in its acquisition of Corning’s 50% stake in Dow Corning, which was formed in 1943, as well as in the sale of its interest in MEGlobal to EQUATE Petrochemical Company K.S.C.
    • Scripps Networks Interactive in its joint venture with DIRECTV Latin America
    • Cessna and Textron Far East Pte. Ltd. in the creation of its joint venture company with partners Guangzhou Zhongheng Group and China Aviation Industry General Aircraft
    • The NASDAQ OMX Group in the formation of The NASDAQ Private Market LLC, its joint venture with SharesPost, Inc.
    • Nokia Corporation in its acquisition of Siemens AG’s 50% stake in their joint venture Nokia Siemens Networks
  • Special Committee Representations
    • The Independent Committee of the Board of Directors of Bona Film Group Limited in its $1.1 billion merger with Mountain Tiger International Limited
    • The special committee of the board of directors of mobile game publisher iDreamSky Technology Limited in its going-private transaction
    • The special committee of the board of directors of medical device manufacturer Mindray Medical International in its $3.3 billion take-private transaction by Excelsior Union Limited
    • The special committee of the board of directors of Sprint Nextel Corporation in connection with its evaluation of the unsolicited acquisition proposal submitted by DISH Network and the negotiation of the terms of an amended merger agreement with SoftBank Corp for $21.6 billion
    • The special committee of the board of directors of Psychiatric Solutions in the company’s acquisition by Universal Health
    • The special committee of the board of directors of Bright Horizons Family Solutions in its $1.3 billion acquisition by Bain Capital
  • Unsolicited Bids & Proxy Contests
    • Sun Pharmaceutical in its competing bid for and merger with InSite Vision, resulting in the termination of InSite’s previously announced merger agreement with QLT Inc.
    • WebMD in its responses opposite Carl Icahn, including proxy contest, settlement and standstill arrangements, and its subsequent repurchase of 5.5 million shares
    • Ramtron International Corporation in its unsolicited proposed acquisition by Cypress Semiconductor Corporation.
    • Cadbury plc as U.S. counsel in the $19 billion hostile takeover bid by Kraft Foods Inc.
    • BASF in its $5 billion hostile bid and ultimately friendly acquisition of Engelhard Corp. (now BASF Catalysts).
  • Minority Investments

    • Aabar Investments, the Abu Dhabi-based investment  company, in its joint investment in Tesla Motors with Daimler AG
    • Abu Dhabi National Oil Company and the Supreme Petroleum Council in connection with the grants of various minority interests in the new 40-year onshore oil concession in Abu Dhabi
    • Canada Pension Plan Investment Board in its investment in Postal Savings Bank of China 
    • China Investment Corporation in its acquisition of a 40% interest in alternative investment management firm CITIC Capital. 
    • Delek Group, an Israeli integrated energy company, in its acquisition of a 19.9% stake in Ithaca Energy, an oil and gas operator focused on activities in the North Sea
    • Liberty Global in its investment stake in Hollywood studio Lions Gate Entertainment
    • Fenway Sports Group in its sale of a minority interest in Liverpool Football Club to basketball player LeBron James

  • Private Capital Transactions
    • Bridgepoint Capital in its acquisition of materials testing company Element Materials Technology from 3i Group plc and its strategic investment in UK food delivery start-up Deliveroo
    • Investcorp in its acquisition and subsequent sale of Tyrrells Crisps
    • Qatar Investment Authority in the formation of a joint venture with Brookfield Property Partners to acquire London property developer Canary Wharf Group plc
    • Fonds National d’Investissement, Algeria’s national investment fund, in the acquisition of a 51% stake in mobile phone company Omnium Télécom Algérie SpA (Djezzy)
    • Francisco Partners in its acquisition of NASDAQ-listed network equipment company Procera Networks, Inc.
    • Mubadala Development Company, the investment arm of the Government of Abu Dhabi, in its investment in the Brazilian port terminal MMX Porto Sudeste
    • Symphony Technology Group in the acquisition of Simmons from Experian, and in the sales of its portfolio companies CoreOne Technologies to Markit Group plc and Symphony Teleca to Harman International
    • Vector Capital Management in its acquisition and subsequent sale of SafeNet, Inc., in its acquisitions of Saba Software, Inc. and ChyronHego, Inc., and in its sale of RAE Systems to Honeywell International Inc.
  • Corporate Governance Advice

    Integrated cross-practice corporate governance group advises on a full range of issues that confront senior corporate counsel and directors, including board-level M&A advice, shareholder activism, shareholder engagement, say-on-pay, proxy access, and general governance advice and best practices.

oil gas industry insightsO’Brien and Kurmanova Author Article on the Cleansing Effect of Stockholder Ratification

Partner Clare O’Brien and associate Aselle Kurmanova (both New York-M&A) co-authored an article, “Power to the People (And Relief to Directors): New Clarity on the Cleansing Effect of Stockholder Ratification,” that was published in the February 2017 issue of The M&A Lawyer.  The article discusses how the standard of review in M&A transactions has evolved over the past 20 years and examines the impact of several recent decisions of Delaware courts on M&A transactions. Read more >

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