Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as the placement agent in connection with an SEC-registered dribble-out offering by Solarfun Power Holdings Co., Ltd. of American Depositary Shares for up to an aggregate sales price of US$175 million. This offering was commenced on July 17, 2008, and terminated on August 13, 2008, during which period Solarfun issued and sold 5,421,093 ADSs with an aggregate sales price of approximately US$73.9 million.
Solarfun is a vertically integrated manufacturer of silicon ingots and photovoltaic (PV) cells and modules in China and first listed its ADSs on the Nasdaq on December 26, 2006. It produces both monocrystalline and multicrystalline silicon cells and modules, and manufactures 100% of its modules with in-house produced PV cells.
The Davis Polk corporate team included partner James C. Lin, and associates Hyun Kim and Rong Chen, all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice.
Davis Polk & Wardwell is advising Syngenta AG on its agreement with DuPont that will broaden each company’s crop protection product portfolios and enable them to bring new products to market more efficiently. The companies will share the costs to prepare the regulatory studies for DuPont Cyazypyr™, a new broad spectrum insecticide, leading to expanded global registrations and commercialization opportunities for both companies. Cyazypyr™ is complementary to the DuPont Rynaxypyr® insect control product that Syngenta is developing in mixtures with its own leading insect-control products. Under the agreement, Syngenta will also grant DuPont access to mesotrione, the active ingredient in Callisto®. DuPont will develop mixtures with their proprietary herbicides for use on corn and sugarcane. The financial terms of the transaction were not disclosed.
Based in Switzerland, Syngenta is a world-leading agribusiness committed to sustainable agriculture through innovative research and technology. Based in Wilmington, Delaware, DuPont is a science-based products and services company offering a wide range of innovative products and services for markets including agriculture and food, building and construction, communications and transportation.
The Davis Polk corporate team includes partner Leonard Kreynin and partner Frank J. Azzopardi, who is providing intellectual property advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Goldman Sachs on the sale of its holding of foreign-currency-denominated bonds in SpiceJet Limited, an Indian company listed on the Bombay Stock Exchange, to purchasers affiliated with Wilbur L. Ross Jr. In addition, Goldman Sachs is subscribing for SpiceJet warrants. The financial terms of the transaction were not disclosed.
Based in New Delhi, SpiceJet is the second-largest low-cost airline in India. Started in May 2005, SpiceJet was earlier known as Royal Airways, a reincarnation of ModiLuft. Its promoters include Ajay Singh, Sanjay Malhotra and the Kansagra family.
The Davis Polk corporate team includes partner Kirtee Kapoor, associates Zhan Chen, Shaoyun (Anna) Xu, Alan Fu and foreign temporary associate Hao Bian (not yet admitted). All members of the Davis Polk team are based in the Hong Kong office.
Davis Polk & Wardwell is advising Bertelsmann AG on the sale of its 50% interest in Sony BMG to Sony. The music company, to be called Sony Music Entertainment Inc., will become a wholly owned subsidiary of Sony Corporation of America. The transaction is subject to a number of conditions, including approvals of regulatory authorities in certain jurisdictions. The financial terms of the transaction were not disclosed.
As part of the transaction, the parties have also agreed to continue to share the company's manufacturing and distribution requirements between Sony DADC, Sony's manufacturing subsidiary, and Arvato Digital Services GmbH (Arvato), Bertelsmann's services company, by extending the agreements with Arvato for additional terms of up to six years. In addition, Bertelsmann will be taking over selected European music catalog assets from Sony BMG.
Sony BMG is a global recorded music joint venture created by Sony and Bertelsmann in 2004. Bertelsmann is an international media company, encompassing television (RTL Group), book publishing (Random House), magazine publishing (Gruner & Jahr), music (BMG), media services (Arvato) and media clubs (Direct Group) in more than 50 countries. Sony is a leading manufacturer of audio, video, game, communications, key device and information technology products for the consumer and professional markets.
The Davis Polk corporate team includes partners Christopher Mayer and Michael Davis, associates Emmanuel Cohen and Wendy M. Phillips and foreign temporary associate Karen Christina Pelzer (admitted in Frankfurt). Partner Frank J. Azzopardi and associates Drew Glover and Matthew J. Bacal are providing intellectual property advice. The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Kyoko Takahashi Lin and associate Ron M. Aizen are providing benefits advice. Laura Lea Bryant and Joshua Cho are the legal assistants on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Nautilus Hyosung on its acquisition of Triton Systems of Delaware, Inc. from Dover Corporation. The financial terms of the transaction were not disclosed. The transaction is subject to regulatory approval and is expected to close during the third quarter of 2008.
Nautilus Hyosung, a subsidiary of South Korea-based Hyosung Corporation, is a global manufacturer of complete ATM solutions, including hardware, software and services to the entire ATM market. Triton Systems of Delaware is a global provider of ATMs. The Dover Corporation is a global portfolio of manufacturing companies.
The Davis Polk corporate team includes partner Leonard Kreynin of the New York office, partner Kirtee Kapoor of the Hong Kong office, associates Terrence R. O'Donnell (not yet admitted) and Samuel O. Ollunga (not yet admitted) of the New York office, associates Hyun Kim and Meng Lai of the Hong Kong office and summer associate Jason Vitullo of the New York office. Partner Paul W. Bartel II and associate Stephen M. Pepper of the New York office are providing antitrust advice. The tax team includes partner Neil Barr and associate Gregory T. Hannibal of the New York office. Partner Frank J. Azzopardi and associates Joshua M. Kaplan and Stefan Quick of the New York office are providing intellectual property advice. Partner Gail A. Flesher and associate Hayden Baker of the New York office are providing environmental advice. Partner Jean M. McLoughlin and associate John A.B. O'Callaghan (not yet admitted) of the New York office are providing employee benefits advice.
Davis Polk & Wardwell served as US counsel to the Swedish government and Vin & Sprit (V&S) in connection with the $455 million sale of the 10% interest in Beam Global Wines and Spirits (BGWS) held by V&S to Fortune Brands, the owner of the remaining 90% interest in BGWS.
V&S is an international producer and distributor of alcoholic beverages such as the Absolut Vodka brand. Deerfield, Illinois-based BGWS is a premium spirits company and maker of the #1 selling bourbon worldwide, Jim Beam. Fortune Brands is a leading consumer products company headquartered in Deerfield, Illinois.
The Davis Polk corporate team included partner Phillip R. Mills and associate Ashleigh S. Kyle. Partner Ronan P. Harty and associate Ian R. Rooney provided antitrust advice. Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. The tax team included partner Kathleen L. Ferrell and associate Joanna Mork. Partners Arthur F. Golden and Joel M. Cohen and associate Edward N. Moss provided litigation advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Citibank Global Markets Inc., J.P. Morgan Securities Inc., Barclays Capital Inc. and BNP Paribas Securities Corp. as joint bookrunners and representatives of the underwriters on an SEC-registered offering by CRH America, Inc. of $650 million 8.125% notes due 2018. The notes are guaranteed by CRH plc.
Based in the Republic of Ireland, CRH plc is the parent company for an international group of companies, including CRH America, Inc., engaged in the manufacture and supply of a wide range of building materials and in the operation of builders’ merchanting and “Do-It-Yourself” stores.
The Davis Polk corporate team included partner Nigel D. J. Wilson, associate Bradley Mitchell and summer associate Charles Shioleno of the London office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell is advising Roche on its approximately $44 billion offer to acquire all of the outstanding publicly held shares in Genentech. Roche acquired a majority of Genentech in 1990 and currently owns 55.9% of all outstanding shares.
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics. San Francisco, California-headquartered Genentech is a leading biotechnology company.
The Davis Polk corporate team includes partners Arthur F. Golden, Christopher Mayer and John H. Butler, associates Sophia Hudson and William J. Chudd and summer associates Brett Daniel Fieldston and Gina Cora, all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Jane M. Morril (not yet admitted), all of the New York office, are providing litigation advice. Partner Ronan P. Harty of the New York office is providing antitrust advice. Partner Michael Mollerus of the New York office is providing tax advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani of the New York office are providing employment advice. Counsel Margaret M. Ayres of the Washington, DC, office is providing regulatory advice.
Davis Polk & Wardwell is advising Roche on its $125 million acquisition of Mirus Bio Corporation. The transaction is subject to customary closing conditions and is expected to close during the second half of 2008
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics. Mirus Bio is a privately owned Madison, Wisconsin-based company that focuses on the discovery and development of innovative nucleic acid-based technologies, including a proprietary RNAi (Ribonucleic Acid interference) delivery platform.
The Davis Polk corporate team includes partner Marc O. Williams, associates James E. Elworth and Christopher L. Beals (not yet admitted) and foreign temporary associate David Raudkivi (not yet admitted), all of the New York office. Partner Steven S. Weiner and associates Stefan Quick and Joshua M. Kaplan, all of the New York office, and associates Vishnu Reddy and Emma Maconick of the Menlo Park office, are providing intellectual property advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani of the New York office, and summer associate Joanna Geneve of the London office, are providing employment advice. The tax team includes partner Michael Mollerus and associate Christine E. Graham (not yet admitted) of the New York office. Partner Gail A. Flesher and associate Brianne M. Lucyk of the New York office are providing environmental advice. Partner Joel M. Cohen and associate Edward N. Moss of the New York office are providing antitrust advice
Davis Polk & Wardwell advised Goldman Sachs International and UBS Limited as representatives of the underwriters of an offering by AngloGold Ashanti Limited of 69,470,442 of its ordinary shares, in the form of ordinary shares or American depositary shares (ADS), by way of allocations of transferable rights to its shareholders and ADS holders. Pursuant to an oversubscription facility, holders of rights were permitted to subscribe for any shares or ADSs not taken up upon exercise of the rights. The offering raised net proceeds of approximately $1.7 billion for AngloGold Ashanti. As the offering was over-subscribed, the underwriters did not purchase any shares pursuant to their underwriting commitment. The offering included public offerings in South Africa and the United States and private placements to institutional investors outside South Africa and the United States.
Based in Johannesburg, South Africa, AngloGold Ashanti is a global gold company with a diversified portfolio of assets in many key gold-producing regions. AngloGold Ashanti was formed following the consolidation of the gold interests of Anglo American into a single company in 1998. AngloGold Ashanti’s ADSs trade on the New York Stock Exchange and its ordinary shares trade on the JSE Limited, the London Stock Exchange and Euronext Paris, and on the Australian Stock Exchange, the Ghanaian Stock Exchange and Euronext Brussels under respective depositary share programs.
The Davis Polk corporate team included partner Paul E. Kumleben and associate Reuven B. Young of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Paulina Vargas of the London office was the legal assistant on the transaction
Davis Polk & Wardwell is advising Bertelsmann in connection with its sale of Direct Group North America to an affiliate of The Najafi Companies, LLC. The financial terms between the parties, both privately held, were not disclosed.
Direct Group North America is one of the largest direct marketers of books, DVDs and recorded music in the US and Canada. Its many well-known consumer brands, such as “Book-of-the-Month Club” and “Columbia House,” serve millions of members through their club catalogs and online. Bertelsmann is an international media company, encompassing television (RTL Group), book publishing (Random House), magazine publishing (Gruner & Jahr), music (BMG), media services (Arvato) and media clubs (Direct Group) in more than 50 countries. The Najafi Companies is a private investment firm based in Phoenix, Arizona.
The Davis Polk corporate team includes partner Christopher Mayer, associates David L. Portilla and Andreea Stan (not yet admitted) and foreign temporary associate Karen C. Pelzer (admitted in Frankfurt only). The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Kyoko Takahashi Lin, counsel John T. Wright and associate Ron M. Aizen are providing benefits advice. Partner Frank J. Azzopardi and associate Matthew J. Bacal are providing intellectual property advice. Counsel James P. McIntyre and associate Jonathan H. Pacheco are providing real estate advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Joshua Cho 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 COFCO Limited, China’s largest national agricultural trading and processing company, in connection with its acquisition of 7,000,000 shares, or 4.95% of Smithfield’s common stock at a purchase price per share equal to the closing price of Smithfield’s common stock on the pricing date for a proposed offering of convertible senior notes by Smithfield. With sales of $11 billion, Smithfield is a leading processor and marketer of fresh pork and packaged meats in the United States, as well as the largest producer of hogs.
In connection with the acquisition, Smithfield has agreed to nominate Mr. Gaoning Ning, chairman of COFCO, for election as a director at its 2008 annual shareholders’ meeting. COFCO’s investment in Smithfield is passive in nature and the purchase agreement contains standstill provisions.
The initial 3.1 million of shares is expected to be delivered following the offering of Smithfield’s convertible senior notes. Settlement on the remainder of the shares will be subject to completion of Hart-Scott-Rodino antitrust review.
The Davis Polk corporate team includes partners Jeffrey Small and John M. Brandow of the New York office, Show-Mao Chen and Howard Zhang of the Beijing office, and partner Kirtee Kapoor, associates Shaoyun (Anna) Xu and Li Han of the Hong Kong office, and summer associate Adam J. Ross of the New York office. Partner Po Sit and associate Neil Weinberg of the New York office are providing tax advice. Partner Joel M. Cohen and associate Stephen M. Pepper of the New York office are providing HSR advice. Partner Randall D. Guynn of the New York office and counsel Margaret M. Ayres of the Washington, DC, office are providing regulatory advice. Ka Ying (Candice) Ng of the Hong Kong office is the legal assistant for the transaction.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and Greenwich Capital Markets, Inc. as joint book-running managers and representatives of the underwriters, on an SEC-registered offering by Rio Tinto Finance (USA) Limited of $5 billion principal amount of notes. The offering consisted of $2.5 billion principal amount of 5.875% notes due 2013, $1.75 billion principal amount of 6.500% notes due 2018 and $750 million 7.125% notes due 2028, guaranteed on a senior unsecured basis by Rio Tinto plc, a public limited company incorporated under the laws of England and Wales, and Rio Tinto Limited (ABN 96 004 458 404), a corporation incorporated under the laws of the State of Victoria, Australia (together with Rio Tinto plc, the “Guarantors”).
Rio Tinto Finance (USA) Limited is a finance company of the Rio Tinto Group, which is a leader in finding, mining and processing the earth’s mineral resources. Major products include aluminum, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt and talc) and iron ore. The Group’s activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and southern Africa.
The Davis Polk corporate team included partner Nigel D. J. Wilson and associates Harold J.G. Brunink, Gerard H. Kelly (not yet admitted) and Chin W. Lee (not yet admitted) of the London office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Partner Gail A. Flesher and associate Heather Daly of the New York office provided environmental advice. Counsel William B. Hoffman of the Washington, D.C., office provided OFAC advice. Rachel Sterling of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Goldman, Sachs & Co., Banc of America Securities LLC, Dahlman Rose & Company LLC and Oppenheimer & Co. as underwriters on the $125 million SEC-registered initial public offering of 8,333,333 shares of common stock of Britannia Bulk Holdings Inc. (Britannia). The shares have been admitted to trading on the New York Stock Exchange.
Incorporated in the Marshall Islands, Britannia is an international provider of drybulk shipping and maritime logistic services with a leading market position in transporting drybulk commodities in and out of the Baltic region.
The Davis Polk corporate team included partner Harald Halbhuber, associates Beth Hooton Ruiz and Won Juan Kim (not yet admitted) and summer associate Livingston A. Miller of the London office and associate Andreea Stan (not yet admitted) of the New York office. Partner John D. Paton and associate Brian Radigan of the London office and Nora N. Muller of the Paris office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Paulina Vargas and summer intern Yuval Halfon of the London office were the legal assistants on the transaction.
Davis Polk & Wardwell is advising Photon Dynamics, Inc. in connection with its proposed $290 million acquisition by Orbotech Ltd. Based in San Jose, California, Photon Dynamics is a provider of flat panel display test and repair systems. Headquartered in Yavne, Israel, Orbotech designs, manufactures and markets automated inspection equipment for printed circuit boards and flat panel displays.
Under the terms of the merger agreement, Photon Dynamics shareholders will receive $15.60 in cash for each Photon Dynamics share, valuing the transaction at approximately $290 million. The transaction is expected to close during the second half of 2008 and is subject to customary closing conditions, including approval by Photon Dynamics’ shareholders and regulatory clearances.
The Davis Polk corporate team includes partners William M. Kelly and Mischa Travers, associates Peter M. Lamb, Kenneth Hwang and Stephen Lindholm and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Counsel Cynthia Akard of the Menlo Park office is providing employee benefits advice. Partner Steven S. Weiner and associate Emma Maconick of the Menlo Park office are providing intellectual property advice. Counsel Margaret M. Ayres and associate Bethany K. Hipp of the Washington, D.C., office are providing regulatory advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office are the legal assistants for the transaction.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, BNP Paribas and Goldman Sachs International as joint global coordinators and joint book-runners for an offering of 760,295,181 ordinary shares of UBS AG, which raised gross proceeds of approximately CHF 15.7 billion (approximately $15.1 billion). The offering consisted of a rights offering to UBS AG’s existing shareholders and an offering of the shares not subscribed for in the rights offering. Both offerings comprised (i) public offerings in Switzerland, Germany, Austria, the United Kingdom, France, Italy and Lichtenstein, (ii) private placements to certain institutional investors outside the United States in reliance on Regulation S and (iii) a public offering in the United States under the US Securities Act of 1933. The new shares are traded on the EU-compatible segment of the SWX Swiss Exchange, the New York Stock Exchange and the Tokyo Stock Exchange.
UBS AG is a global firm, working with corporate, institutional and private clients. Its strategy is to concentrate on three global core businesses—wealth management, asset management and investment banking and securities trading. UBS AG also focuses on retail and corporate banking in Switzerland.
The Davis Polk corporate team included partners Jeffrey M. Oakes, Paul E. Kumleben and John Banes and associate Bradley Mitchell, all of the London office, and associate Barbora Moring of the Frankfurt office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell acted as counsel to the underwriters in establishing a WKSI shelf registration statement for Allianz SE and certain financing subsidiaries, and advised Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running lead managers on the first takedown from the shelf, consisting of an offering of $2 billion 8.375% undated subordinated callable bonds (including an over-allotment option) by Allianz SE. The securities are traded on the New York Stock Exchange.
Headquartered in Munich, Germany, Allianz is one of the leading insurers and financial services providers worldwide.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associate Emiliano Tornese (not yet admitted) of the London office and associate Barbora Moring of the Frankfurt office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets, Merrill Lynch and Morgan Stanley as joint bookrunners for a group of co-managers in connection with a $2 billion SEC-registered offering of 8.50% perpetual hybrid capital securities of ING Groep N.V.
Based in Amsterdam, ING is one of the world’s largest financial institutions, with significant insurance, banking and asset management operations primarily in the Benelux, North America, Asia and a number of emerging markets in Central Europe and South America.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associates Victoria E. Cumings, Harold J.G. Brunink and Emiliano Tornese (not yet admitted) of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Counsel Erin K. Cho and associate Ann Becchina of the New York office provided ERISA advice. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell is advising DLJ Merchant Banking Partners on its €4.30 per share, or a maximum of €290.8 million, offer to buy Guala Closures SpA. Italian bank Intesa Sanpaolo will take a 20% stake in GCL Holdings Sarl, the vehicle company set up for the offering, by the start of the acceptance period.
Italian Guala Closures is among the worldwide leaders in the production of non-refillable closures for spirits, beverages and edible oil. DLJ Merchant Banking Partners is a private equity investment affiliate of Credit Suisse.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Scott D. Mitnick, Stevan R.B. Nicholas and Vijay J. Shroff of the New York office. The tax team includes partner Mary Conway and associates Joanna Mork and Catherine Paskoff Chang of the New York office, and partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office.
Today the Court of Appeals for the Second Circuit issued a decision affirming District and Bankruptcy Court decisions granting a petition by the board of directors of Telecom Argentina under former Section 304 of the Bankruptcy Code. In the face of a national economic crisis in Argentina, Telecom Argentina had commenced reorganization of its US$3.3 billion of unsecured financial debt, some of which was registered in the US. Telecom Argentina ultimately filed an acuerdo preventivo extrajudicial, or APE, insolvency proceeding in Argentina that resulted in approval of a reorganization plan that addressed all of its unsecured financial debt and was approved by most of its holders. However, one holder contended that it was entitled to payment in full of debt registered in the US. Telecom Argentina commenced a proceeding under Section 304 seeking enforcement in the US of its APE plan. Recognition of the plan was granted after a trial in the Bankruptcy Court. The Bankruptcy Court's decision that the APE proceeding was fair and entitled to recognition as a matter of comity was affirmed by the District Court, and ultimately by the Second Circuit. The Second Circuit firmly rejected the claim that the US Trust Indenture Act requires payment in full to holders of debt registered in the US.
Telecom Argentina is the fixed-line operator of local and long-distance services in northern and southern Argentina.
The Davis Polk litigation team, for both the trial and the appeal, included partner Karen E. Wagner and associate Jordan Leigh Smith, both from the New York office. Partner Julia K. Cowles of the Menlo Park office handled Telecom Argentina's complex corporate reorganization.
Davis Polk & Wardwell advised PartnerRe Ltd. and PartnerRe Finance A LLC on an SEC-registered offering of $250 million aggregate principal amount of 6.875% senior notes due 2018 by PartnerRe Finance A LLC, fully and unconditionally guaranteed by PartnerRe Ltd. The offering was made through an underwriting syndicate led by Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC.
PartnerRe Ltd., a Bermudan international reinsurance group, is a leading global reinsurer, providing multi-line reinsurance to insurance companies. PartnerRe Ltd., through its wholly owned subsidiaries, also offers alternative risk products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multi-line and other lines, life/annuity and health, and alternative risk products.
PartnerRe Finance A LLC, a Delaware limited liability company, is an indirectly wholly owned subsidiary of PartnerRe Ltd.
The Davis Polk corporate team included partners Richard J. Sandler and Ethan T. James, counsel Courtenay U. Myers and associates Sonia L.R. Garner and Yue (Mark) Li. Partner Lucy W. Farr and associates Joanna Mörk and Joshua Ruland provided tax advice. Associate Ann Becchina provided ERISA advice. Viktor Chistyakov was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Limited, DEPFA BANK plc, Deutsche Bank AG, London Branch, The Hongkong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland plc as joint lead managers in connection with a Schedule B debt offering by The Export-Import Bank of Korea of €750 million in aggregate principal amount of its 5.75% notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Kee Won Shin and Brian J. Baker of the Hong Kong office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and UBS Securities LLC as underwriters of the $156.4 million SEC-registered secondary offering of 4,375,000 shares of Class A common stock of Copa Holdings, S.A. held by Continental Airlines, Inc. The common stock is listed on the New York Stock Exchange under the symbol “CPA.”
Based in Panama, Copa Holdings is a leading Latin American provider of airline passenger and cargo service through its two principal operating subsidiaries, Copa and AeroRepública.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Maurice Blanco, Kenneth Piercy and Roman Ajzen (not yet admitted). Partner Po Sit and associate Catherine Paskoff Chang provided tax advice. Eric Ross was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell acted as counsel to the underwriters Deutsche Bank Securities Inc., Merrill Lynch & Co., Citigroup and Wachovia Securities as joint book-running managers on an offering of 50,600,000 8.05% trust preferred securities totaling US$1.265 billion (including an over-allotment option) by Deutsche Bank Contingent Capital Trust V, a Delaware statutory trust and wholly owned subsidiary of Deutsche Bank AG, guaranteed on a subordinated basis by Deutsche Bank Aktiengesellschaft.
The securities initially qualify as upper Tier 2 regulatory capital for the bank and are entitled to a cumulative dividend. On one or more occasions, Deutsche Bank AG may elect to qualify all or a percentage of the trust preferred securities as Tier 1 regulatory capital in increments of at least 10% of the liquidation preference amount or an integral multiple thereof, from which point the positions of the securities so converted will only be entitled to non-cumulative dividends. The trust preferred securities will trade on the New York Stock Exchange. Headquartered in Frankfurt am Main, Germany, Deutsche Bank is the largest bank in Germany and one of the largest financial institutions in Europe and the world measured by total assets.
The Davis Polk corporate team included partner Patrick S. Kenadjian and associate Barbora Moring of the Frankfurt office and associate Victoria E. Cumings of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Tyco Electronics Ltd. on the sale of its Radio Frequency Components and Subsystem business to Cobham Defense Electronic Systems for $425 million in cash. The transaction is subject to customary regulatory approvals and is expected to close by the end of 2008.
Tyco Electronics’ Radio Frequency Components and Subsystem business, with approximately 2,000 employees primarily located at 11 locations throughout the United States and Europe, designs, manufactures and markets amplifiers, antennas, attenuators, diodes, signal generators, limiters, transistors, modulators and mixers, and microwave and millimeter wave integrated circuits for the aerospace, defense and commercial markets. Cobham Defense Electronic Systems, a subsidiary of Cobham plc, designs and manufactures microwave components, integrated assemblies and sub-systems for the US Department of Defense and other military and government customers around the world.
The Davis Polk corporate team includes partner William H. Aaronson and associates Paul D. Hodgdon, Darren S. Klein and Ron E. Garber (not yet admitted), as well as associate Emiliano Tornese (not yet admitted) of the London office. Partner Kyoko Takahashi Lin and associates Sonal Jain (not yet admitted) and Sam I. Valverde (not yet admitted) are providing employee benefits advice. Associates Frank J. Azzopardi, Stefan Quick and Joshua M. Kaplan (not yet admitted) are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Counsel Betty Moy Huber and associate Brianne M. Lucyk are providing advice as to environmental matters. Associate Regina Chang is providing real estate advice. Partner Lawrence E. Wieman is providing credit advice. Partner Rachel D. Kleinberg of the Menlo Park office and associate Neil Barr are providing tax advice. Joshua Cho is the legal assistant for the transaction. Except as noted above, all members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities Ltd. as representatives of the underwriters on an SEC-registered offering on Schedule B by Oesterreichische Kontrollbank Aktiengesellschaft (OeKB) of $1 billion 3.625% notes due 2013. The notes are guaranteed by the Republic of Austria. OeKB serves as Austria's central bank for providing export financing.
The Davis Polk corporate team included partner Patrick S. Kenadjian of the Frankfurt office and associate Barry Mansfield of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets Corporation as initial purchasers on a Rule 144A/Regulation S offering by Axcan Intermediate Holdings Inc. (Axcan) of $235 million 12.75% senior notes due 2016. Axcan used the net proceeds of the offering to repay the $235 million senior unsecured bridge loan facility it entered into in February 2008 in connection with the approximately $1.3 billion acquisition of Axcan Pharma Inc. by an affiliate of TPG Capital.
Based in Montreal, Canada, Axcan is a specialty pharmaceutical company focused on gastroenterology, which develops and markets a broad line of prescription products to treat a range of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to pancreatic insufficiency.
The Davis Polk corporate team included partner Michael Kaplan and associates Wendi Hoeben and Kenneth Piercy, all of the New York office. Partner Michael Mollerus and associate Kay Ng of the New York office provided tax advice. Gwendolyn P. Ranada was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Arma Partners LLP as financial adviser to freenet AG in connection with its acquisition of German mobile service provider debitel AG from debitel (Netherlands) Holding BV, a holding company controlled by Permira funds.
As consideration for the acquisition of the debitel Group, freenet will issue 32 million new freenet shares (approximately 24.99% after the capital increase, with a current market value of approximately €360 million) and a long-term €132.5 million interest-bearing loan note to the seller. It will also assume financial liabilities in the amount of approximately €1.135 billion. Total consideration payable will be approximately €1.63 billion.
The transaction marks a major step in the consolidation of the German telecoms market, creating Germany’s third-largest mobile telephone provider, after Deutsche Telecom and Vodaphone, and its leading network-independent telecoms and internet company. The combined company had approximately 19 million subscribers at year-end 2007 and proforma 2007 revenues of approximately €3.36 billion. With 1,016 shops at the end of 2007, and leading retail partners such as Electronic Partner, Hertie, Kaufhof, Karstadt and the Media-Saturn Holding, the combined group will also have the strongest distribution channel for telecoms and internet products in Germany.
The transaction is subject to anti-trust approval of the German cartel authority (the Bundeskartellamt) and the fulfillment of the conditions necessary for listing the new shares.
The Davis Polk corporate team includes partner Patrick S. Kenadjian of the Frankfurt office and associate Siobhan Dalton of the Paris office.
Davis Polk & Wardwell advised Cairn India Limited in arranging a private placement of approximately US$625 million (INR 25.4 billion).
Through the private placement, in March 2008, Petronas International Company Limited (a wholly owned subsidiary of the Malaysian government-owned Petroliam Nasional Berhad) and Orient Global Tamarind Fund Pte Limited, Singapore agreed to purchase a total of 113 million shares in Cairn India Limited (63,300,000 by Petronas and 49,700,000 by Orient Global) at INR 224.30 per share, representing a 0.46% premium to the average closing price on the National Stock Exchange of the last two trading days prior to the announcement of the transaction. On 16 April, 2008, Cairn India Limited shareholders approved the transaction.
Cairn India Limited is an Indian company that owns interests in Indian crude oil and natural gas development and production assets, including a 70% interest in the Mangala field, which was discovered in 2004 and is the largest onshore crude oil field discovery in India since 1985. In 2007, Cairn India Limited conducted an initial public offering of its equity shares in India with listings on the Bombay Stock Exchange and National Stock Exchange of India, as well as international institutional offerings pursuant to Rule 144A and Regulation S, for which Davis Polk also acted as issuer’s counsel.
The majority of the net proceeds of the private placement will be used to fund capital expenditure.
The Davis Polk corporate team included partner Thomas J. Reid and associates Jeffrey R. O’Brien and Sapna Dutta. Partner John D. Paton and associate Brian Radigan provided tax advice. All lawyers are based in the London office.
Davis Polk advised Eramet, the leading French-listed mining and metals company, in connection with its acquisition of Tinfos AS, a leading Norwegian, family-owned producer of manganese alloy, which is a key element for the growing global steel industry. The transaction values Tinfos at €593 million (approximately $920 million) and the consideration payable by Eramet will consist of a combination of cash and stock, which will be listed on the Paris Bourse. The transaction is subject to regulatory approval, including antitrust.
The Davis Polk team included partners Georges Terrier and Arnaud Pérès and associate Jérôme Sibille, all of the Paris office.
Davis Polk & Wardwell is acting as US counsel to Shire plc on its proposed UK court-sanctioned scheme of arrangement, including the creation of a new UK-listed, Jersey-incorporated holding company for the group.
Shire, a public limited company incorporated under the laws of England and Wales, is a specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. The new holding company, which is to be called Shire Limited and be tax resident in the Republic of Ireland, will have the same board and management team as Shire and will have its primary listing on the London Stock Exchange and, upon listing, will be included in FTSE’s UK Index Series. Shire Limited also intends that its American Depositary Shares (ADS) will be traded on Nasdaq in place of Shire’s existing ADS program.
The Davis Polk corporate team includes partners David M. Wells of the London office and John J. McCarthy Jr., who practices in both the London office and the New York office, and associates John B. Meade and Nghiem Nguyen, both of the London office. Partner John D. Paton and associate Brian Radigan, both of the London office, provided tax advice. Partner Kyoko Takahashi Lin, counsel Erin K. Cho and associates Natasha Sankovitch and Sam I. Valverde, all of the New York office, provided employee benefits advice. Partner Danforth Townley of the New York office provided ’40 Act advice. Counsel Marcie A. Goldstein and associate Brenda Chen, both of the New York office, provided Blue Sky advice. Damion R. Jackson of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Manitowoc Company, Inc. in connection with its proposed $2.1 billion acquisition of Enodis plc. The transaction, which was unanimously approved by both companies’ boards of directors, provides for a cash payment of 258 pence per Enodis share. In addition, in advance of the closing of the transaction, Enodis will pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year ending September 30, 2008. The transaction is subject to court approval in the United Kingdom, approval of Enodis shareholders and various regulatory approvals, and is expected to close in the fourth quarter of 2008.
The Wisconsin-based Manitowoc Company is one of the world’s largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes and boom trucks. Listed in London and operationally headquartered in Tampa, Florida, Enodis is one of the leading global food and beverage equipment manufacturers with approximately 6,800 employees and 30 factories in 9 countries.
The Davis Polk corporate team includes partner John K. Knight and associate Cherie Chen, both of the New York office.
Davis Polk & Wardwell advised Aozora Bank and a special committee of its board of directors in connection with a partial tender offer by Cerberus NCB Acquisition, L.P., Aozora Bank’s major shareholder. Cerberus acquired an additional 8% of Aozora Bank common stock for approximately $420 million and raised its ownership to approximately 45.5% of the outstanding common stock. Aozora Bank is a leading Japanese bank.
The Davis Polk corporate team included partner Eugene C. Gregor and associates Mörk Murdock and Jeremy Entwisle. Naruhito Cho and Jennifer Connelly were the legal assistants on the transaction. All members of the Davis Polk team are based in the Tokyo office.
Davis Polk & Wardwell is serving as US counsel to the Swedish government in connection with its €5.6 billion (US$ 8.9 billion) sale of Vin & Sprit, maker of Absolut Vodka, to French liquor company Pernod Ricard, whose brands include Seagram’s Gin, Havana Club rum, Chivas Regal Scotch, Jacob’s Creek Wines and Jameson Irish Whiskey.
The Davis Polk corporate team includes partner Phillip R. Mills and associates Ashleigh S. Kyle and Darren S. Klein. Partner Ronan P. Harty and associate Ian R. Rooney are providing antitrust advice. Partner Gail A. Flesher and associate Hayden Baker are providing environmental advice. The tax team includes partner Kathleen L. Ferrell and associate Joanna Mork. All members of the Davis Polk team are based in the New York office.
Davis Polk advised the Swedish government in conjunction with Vinge, the Swedish government's principal legal advisor on the sale of Vin & Sprit.
Davis Polk & Wardwell is advising MMX Mineração e Metálicos S.A. in connection with the proposed split-up of the company and subsequent sale of one of the resulting companies for approximately $5.5 billion to an affiliate of Anglo American, one of the world’s largest mining and natural resource groups. In the transaction, MMX will split into three companies. Two of those entities, MMX itself and LLX Logistica S.A., will remain independent, public companies that are expected to be listed on Brazil’s Novo Mercado after closing. Under the definitive agreements, the third public company, IronX Mineração S.A., would be sold to an Anglo American affiliate in two steps for approximately $5.5 billion in cash. The transaction also involved the negotiation of numerous commercial arrangements among the parties, including the payment by IronX to MMX of an ongoing royalty, commencing in 2023 for the MMX Amapá mine and 2025 for the MMX Minas-Rio mine.
The Davis Polk corporate team includes partners John D. Amorosi, Manuel Garciadiaz, and Diane G. Kerr and associates Joana G. Benjamin, Paul D. Hodgdon, and H. Oliver Smith. Partner Kathleen L. Ferrell is providing tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd. as the manager in connection with a Rule 144A/Regulation S offering of global depositary shares (GDSs), representing common shares of Taewoong Co., Ltd., raising US$75 million in gross proceeds. The GDSs were listed on the Professional Securities Market of the London Stock Exchange. Taewoong is a leading Korean manufacturer of open-die forged products, which are large-sized customized metal forged products.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Sukjoon Richard Lee and Kee Won Shin of the Hong Kong office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice in connection with the transaction. Jean Park and Jenny Chan of the Hong Kong office were the legal assistants on the transaction.
Davis Polk & Wardwell is advising KLA–Tencor Corporation on matters of U.S. law in connection with its proposed acquisition of ICOS Vision Systems NV for approximately $466 million in cash. The acquisition will be conducted by means of an offer under Belgian law for all of the issued and outstanding shares of ICOS Vision Systems. The offer is subject to customary closing conditions and is expected to close in the second quarter of 2008.
KLA–Tencor is the leading supplier of inspection and metrology systems to the global semiconductor industry. Based in Belgium, ICOS Vision Systems is a leading supplier of packaging and interconnect inspection solutions for the semiconductor industry.
The Davis Polk corporate team includes partner Mischa Travers and associate Zachary Patton of the Menlo Park office. Partner Arthur J. Burke of the Menlo Park office and associates Stephen M. Pepper and Rajesh James of the New York office provided antitrust advice.
Davis Polk & Wardwell advised Merrill Lynch International as the sole manager on an SEC-registered bond offering by The Export-Import Bank of Korea of Mexican Peso 1.2 billion of floating-rate notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Roche Holding Ltd on its acquisition of Ventana Medical Systems, Inc., a leader in the fast-growing histopathology (tissue-based diagnostics) segment. Headquartered in Basel, Switzerland, Roche is one of the world‘s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics.
After unsuccessful efforts to engage the company in discussions concerning a possible transaction, Roche initiated, in June 2007, an unsolicited tender offer to acquire Ventana.
On January 21, 2008, Roche and Ventana entered into a merger agreement, pursuant to which Roche would acquire Ventana for $89.50 per share in cash (or an aggregate of $3.4 billion on a fully diluted basis). The merger agreement has been approved by the boards of Ventana and Roche. The transaction is subject to customary closing conditions, including the tender of a majority of Ventana‘s shares of common stock.
The Davis Polk transaction team includes partners Arthur F. Golden, Christopher Mayer and Marc O. Williams, associates Bradley Mitchell, Jeffrey M. Glasheen, Laura I. Martínez, Andrea Buti and Terrence R. O‘Donnell (not yet admitted), all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Brian M. Burnovski, all of the New York office, are providing litigation advice. Partner Joel M. Cohen and associates Stephen M. Pepper and Edward N. Moss, all of the New York office, are providing antitrust advice. Counsel Loyti Cheng and associate Heather Daly, both of the New York office, are providing environmental advice. Partners Steven S. Weiner and Anthony I. Fenwick of the Menlo Park office, and associates Duane Nash and Vishnu Reddy, both of the Menlo Park office, and associate Stefan Quick of the New York office, are providing intellectual property advice. Partner Michael Mollerus and associate David Morris, both of the New York office, are providing tax advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani, both of the New York office, are providing employment advice.
Davis Polk & Wardwell advised Deutsche Bank AG London Branch in connection with its purchase of $500 million aggregate principal amount of Series B floating-rate bonds due 2009 issued by Eco Telecom Limited, an indirect Gibraltar subsidiary of Alfa Bank. Eco Telecom’s obligations under the bonds are secured by a pledge of ordinary shares, American Depositary Shares and preferred shares in Open Joint Stock Company Vimpel-Communications and cash margining arrangements, and are guaranteed by Eco Telecom’s parent, Altimo Holdings & Investments Limited, a British Virgin Islands entity. In connection with the transaction, Davis Polk & Wardwell also advised Equity Trust Services (UK) Limited, which was appointed as trustee for the bonds issued by Eco Telecom and collateral agent in connection with the pledged securities.
Alfa Bank is one of Russia’s largest privately owned banks. VimpelCom is a leading provider of telecommunications services in Russia, Kazakhstan and elsewhere in the former Soviet Union and its ADRs are listed on the New York Stock Exchange. Deutsche Bank may hedge its exposure to the bonds in the credit default swap market.
The Davis Polk corporate team included partners Witold Balaban and Keith L. Kearney of the New York office and associates Reuven B. Young, Barry Mansfield and Juan Kim (not yet admitted) of the London office. Counsel Erika D. White provided credit advice. Damion R. Jackson and Paulina Vargas of the London office were the legal assistants on the transaction.
Davis Polk & Wardwell is advising the Campbell Soup Company in connection with its $850 million sale of Godiva Chocolatier to Yildiz Holding A.S. The sale is subject to customary closing conditions and regulatory approvals and is expected to close within the next several months.
Campbell Soup Company is a Camden, New Jersey-based global manufacturer and marketer of high quality foods and simple meals, including soup, baked snacks, vegetable-based beverages, and premium chocolate products. Yildiz Holding A.S. is the owner of the Ülker Group, a diversified food company based in Istanbul, Turkey.
The Davis Polk corporate team includes partner David L. Caplan and associates H. Oliver Smith, Alexandra C. Norton and Gillian Emmett Moldowan (not yet admitted). The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Beverly Fanger Chase, counsel George R. Ince Jr. and associate Natasha Sankovitch are providing employee benefits advice. Counsel James P. McIntyre and associate Carolyn Gratzer Cope are providing real estate advice. Associate Matthew J. Bacal is providing intellectual property advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Janine Samuel is the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Linktone Ltd., a Nasdaq-listed, Shanghai-based wireless interactive entertainment company in connection with its proposed sale of a controlling interest to PT Media Nusantara Citra (MNC). The proposed transaction will combine a tender offer for outstanding shares and a subscription for newly issued shares of Linktone, with MNC holding at least 51% of the share capital of Linktone after the consummation of the transaction. The transaction is subject to the approval of Linktone’s shareholders and is expected to close in the first quarter of 2008.
Linktone is one of the leading providers of wireless interactive entertainment services to consumers and advertising services to enterprises in China. Linktone’s services are provided through cross-media platforms and the networks of China’s major mobile operators. Based in Jakarta and listed on the Jakarta stock exchange, MNC is the largest media company in Indonesia and is also the only integrated media company in Indonesia with operations encompassing content product, content distribution, television networks, newspaper and radio networks.
The Davis Polk corporate team includes counsel Mark J. Lehmkuhler and associates Anna Xu , Zhan Chen and Jennifer H. Leung (not yet admitted), all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office are providing tax advice.
Davis Polk & Wardwell advised Ultrapar Participações S.A. in connection with its approximately US$4.1 billion acquisition of the Ipiranga Group, a Brazilian fuel distribution and petrochemicals conglomerate principally consisting of three operating companies. The transaction, one of the largest and most complex Brazilian M&A transactions in history, was structured as a multi-step acquisition and included a series of SEC-registered mergers and exempt cash tender offers, whereby Ultrapar acquired 100% of the outstanding common and preferred shares of the Ipiranga Group’s three operating companies, each of which was listed on the BOVESPA stock exchange in Brazil. To complete the SEC-registered mergers, Ultrapar issued 54,704,948 preferred shares in exchange for the Ipiranga Group common and preferred shares.
In connection with the Ipiranga Group acquisition, Ultrapar acted pursuant to a series of agreements with Petróleo Brasileiro S.A. and Braskem S.A., the leading Brazilian oil and chemicals companies, respectively. Under the terms of these agreements, Ultrapar acquired the Ipiranga Group on its own behalf and on behalf of Petrobras and Braskem, with the businesses of the Ipiranga Group to be divided among the three companies following completion of the transaction.
Ultrapar is Brazil’s largest distributor of liquefied petroleum gas, the second-largest fuel distributor, a leading chemicals manufacturer and an integrated logistics services provider for petrochemical and chemical manufacturers. Prior to the acquisition, the Ipiranga Group was Brazil’s second-largest fuel distributor and had a significant presence in the petrochemical market.
The Davis Polk corporate team included partners Andrés V. Gil, Dianne G. Kerr and Joseph A. Hall and associates Diego A. Rotsztain, Patrick Jackson, Pheabe S. Morris, Diane R. Young (not yet admitted), Rosa Mae Neel (not yet admitted) and Tiaan Schreuder (not yet admitted). The tax team included partner Kathleen L. Ferrell and associate Catherine Paskoff Chang. Associate Rachel J. Strum provided Investment Company Act advice. Ines Velasco, Amarilys Katy Barbosa and James H. McCormick were the legal assistants on the transaction. All members of the Davis Polk team are from the New York office.
Davis Polk & Wardwell advised Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $250 million principal amount of 5.17% notes due 2017 and $250 million principal amount of 5.20% notes due 2013, in each case guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately GB£27.5 billion, Diageo is the world’s leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B scotch whisky, Tanqueray gin and Guinness stout.
The Davis Polk corporate team included partner David M. Wells and associate John B. Meade of the London office and associate Jennifer Mittelsteadt of the Frankfurt office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser and dealer-manager for Eisai Co., Ltd. (Eisai) in connection with its acquisition of MGI Pharma, Inc. (MGI). Under the terms of the agreement, Eisai will acquire MGI in an all-cash transaction for approximately $3.9 billion. The acquisition will be conducted by means of a tender offer for all of the issued and outstanding shares of MGI, followed by the merger of MGI with Eisai’s acquisition subsidiary. The tender offer is subject to a number of customary closing conditions and is expected to close in the first quarter of 2008.
Eisai is a leading pharmaceutical company based in Tokyo, Japan, with a strong focus on prescription drugs. Based in Bloomington, Minnesota, MGI is a biopharmaceutical company focused on oncology and acute care.
The Davis Polk corporate team includes partner John H. Butler and associate Johannes Wirtz of the New York office.
Davis Polk & Wardwell advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Itaú Securities, Inc., Morgan Stanley & Co. Incorporated, Bradesco Securities Inc. and J.P. Morgan Securities Inc. as joint bookrunners on the Rule 144A/Regulation S initial public offering of Bolsa de Mercadorias & Futuros-BM&F S.A., one of the world’s largest futures exchanges, the largest in Latin America and the only futures exchange operating in Brazil. Certain selling shareholders offered an aggregate of 299,184,846 common shares, listed on the São Paulo Stock Exchange, for a total of approximately US$3.3 billion.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Maurice Blanco, Fabio Lowenthal and Ezgi Kaya of the New York office. The tax team included partner Mary B.Conway and associate Neil Weinberger of the New York office. Associate Alina Fulop of the New York office provided 1940 Act advice. Elizabeth Rollings of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell is advising Van der Moolen Holdings NV in connection with its agreement to sell certain assets related to its New York Stock Exchange specialist activities to Lehman Brothers Inc. Based in Amsterdam, Van der Moolen is an international securities trading and brokerage firm active in securities, futures, derivatives indexes and exchange-traded funds. Based in New York, Lehman Brothers is a leader in global finance.
Under the terms of the agreement, Lehman Brothers will acquire Van der Moolen’s specialist book and the majority of staff. As of December 10, Lehman Brothers will assume specialist responsibility for the operating companies on the New York Stock Exchange floor. Completion of the sale is subject to regulatory approvals and customary closing conditions.
The Davis Polk corporate team includes partner Margaret E. Tahyar and associate Siobhan Dalton of the Paris office and partner Carole Schiffman and associates Majorie White and Cherie Chen of the New York office. Partner Lanny A. Schwartz and associate Timothy J. Welsh of the New York office provided broker-dealer advice. Associate Stefan Quick is providing intellectual property advice. Partner Barbara Nims and associate Ron M. Aizen are providing employee benefits advice. Partner Michael Mollerus is providing tax advice. The legal assistant for the transaction is Matthew Cohen.
Davis Polk & Wardwell advised Morgan Stanley & Co. International plc and Lehman Brothers Inc. as representatives of the underwriters on the US$259 million SEC-registered initial public offering of AirMedia Group Inc. The initial public offering consisted of 17,250,000 American Depositary Shares, or ADSs, each representing two ordinary shares, of which 2,250,000 ADSs were purchased by the underwriters upon exercise of an over-allotment option. The ADSs are listed on the Nasdaq Global Market under the symbol “AMCN”.
Based in Beijing, China, AirMedia Group Inc. operates the largest digital media network in China dedicated to air travel advertising. It has contractual concession rights to operate digital TV screens in 52 airports, including 28 of the 30 largest airports in China, and to place its programs on the routes operated by nine airlines, including the three largest airlines in China.
The Davis Polk corporate team included partner Show-Mao Chen and associates Li He of the Beijing office and Andrew R. Lin and Bate Yu of the Hong Kong office. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Stephanie Neely and Wei Zhang of the Beijing office and Peggy Ann Petercsak of the New York office were the legal assistants on the transaction.
Davis Polk & Wardwell advised Citigroup Global Markets Inc. as sole underwriter in connection with an SEC-registered offering by Bunge Limited of US$862.5 million of its 5.125% cumulative mandatory convertible preference shares with a liquidation preference of US$1,000 per share. Each preference share is mandatorily convertible into common shares that trade on the New York Stock Exchange.
Bunge is a leading global agribusiness and food company founded in 1818. Bunge is the world’s leading oilseed processing company and the largest producer and supplier of fertilizers to farmers in Brazil.
The Davis Polk corporate team included partners Manuel Garciadiaz and Ray Ibrahim and associates Mariana Boranga and Radoslaw Michalak (not yet admitted). Partner Michael Farber and associate Gregory T. Hannibal provided tax advice. Amarilys K. Barbosa was the legal assistant on the transaction. All members of the team work in the New York office.
Davis Polk & Wardwell advised Merrill Lynch International as the sole manager on a landmark SEC-registered bond offering by the Export-Import Bank of Korea of Mexican Peso 1 billion of 8.61% notes due 2017.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell advised ABN AMRO Incorporated, BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. International plc as joint lead managers on an SEC-registered bond offering by the Export-Import Bank of Korea of US$1.5 billion of 5.50% notes due 2012.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC, Citibank Global Markets Inc. and Morgan Stanley & Co. Incorporated as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $1 billion principal amount of 5.17% notes due 2017 and $500 million principal amount of 5.20% notes due 2013, in each case guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately GB£27.5 billion, Diageo is the world’s leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B scotch whisky, Tanqueray gin and Guinness stout.
The Davis Polk corporate team included partner David M. Wells and associates John B. Meade, Sapna Dutta and Gerard H. Kelly (not yet admitted) of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as sole underwriter on the SEC-registered initial public offering of 14,141,516 ADSs of Maxcom Telecomunicaciones, S.A. de C.V. Each ADS represents seven Certificados de Participación Ordinarios, or CPOs, and each CPO represents three shares of Series A common stock. Maxcom and certain selling shareholders completed a concurrent offering of 5,939,394 CPOs in Mexico. The global offering was for US$295 million. The ADSs trade on the New York Stock Exchange and the CPOs trade on the Mexican stock exchange.
Maxcom is a telecommunication services operator providing services to residential and small and medium-sized business customers in four Mexican metropolitan markets, which consist of Mexico City, Puebla, Queretaro and Toluca and selected service in other markets.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Jeffrey Pohlman and Ester del Valle Izquierdo (not yet admitted). The tax team included partner Harry Ballan and associate Gregory T. Hannibal. Partner Nora M. Jordan and associate Gregory S. Rowland provided 1940 Act advice. Counsel Loyti Cheng and associate Brianne M. Lucyk provided environmental advice. Eric Ross was the legal assistant for the transaction. All members of the team are based in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Inc. and UBS Securities LLC as representatives of the underwriters of a registered offering by Molina Healthcare, Inc. of $200 million aggregate principal amount of its 3.75% convertible senior notes due 2014.
Molina Healthcare, Inc. is a multi-state managed care organization that arranges for the delivery of health care services to persons eligible for Medicaid and other government-sponsored programs for low-income families and individuals. The company currently operates health plans in California, Michigan, New Mexico, Ohio, Texas, Utah and Washington.
The Davis Polk corporate team included partners Deanna L. Kirkpatrick and Ray Ibrahim and associates Diego A. Rotsztain, Paul Anderson and Kenneth Charles Piercy (not yet admitted). Partner Lucy W. Farr and associate Gregory T. Hannibal provided tax advice. Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. Luis C. Martos was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Sodexho Alliance, SA in connection with its acquisition of Circle Company Associates, Inc. Circles is a Boston-based leader in customer and employee loyalty programs in North America and offers concierge, incentive, retention and recognition solutions. Based in Montigny-le-Bretonneux, France, Sodexho is a leading global provider of food and facilities management services. The financial terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner Paul R. Kingsley and associates Himanshu P. Singh, Terrence R. O'Donnell (not yet admitted), Gloria Qiao and Eli James Vonnegut (not yet admitted). Partner Kathleen L. Ferrell and associate Kent Heggerud are providing tax advice. Partner Jean M. McLoughlin and associate Ron M. Aizen are providing employee benefits advice. Associate Stefan Quick is providing intellectual property advice. Associate Stephen M. Pepper is providing antitrust advice. Janine Samuel was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets and Wachovia Securities as joint lead managers for a group of underwriters in connection with a $1.5 billion SEC-registered offering of 7.375% perpetual hybrid capital securities of ING Groep N.V.
Based in Amsterdam, ING is one of the world’s largest financial institutions, with significant insurance, banking and asset management operations primarily in the Benelux, North America, Asia and a number of emerging markets in Central Europe and South America.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associate Harold J.G. Brunink of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Counsel Erin K. Cho and associate Natasha Sankovitch of the New York office provided ERISA advice. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice
Davis Polk & Wardwell is advising Nikko Cordial Corp. in connection with the buyout of its minority shareholders by Citigroup Inc. New York-based Citigroup and Nikko Cordial entered into an agreement whereby a Citigroup holding company in Japan will acquire all the remaining minority shares of Nikko Cordial using Citigroup common shares as consideration, at a price of approximately $4.6 billion, representing the first-ever use of a triangular merger by a foreign firm since the practice became legal in Japan in May 2007.
The Davis Polk corporate team includes partner Theodore A. Paradise, associates Michael T. Dunn,
