Davis Polk & Wardwell is advising CVS Caremark Corporation on its $2.9 billion acquisition of Longs Drug Stores Corporation. Through this acquisition, CVS Caremark will acquire Longs’ 521 retail drug stores in California, Hawaii, Nevada and Arizona, as well as its Rx America subsidiary, which offers prescription benefits management (PBM) services to over 8 million members and prescription drug plan benefits to approximately 450,000 Medicare beneficiaries. The transaction is subject to review under the Hart-Scott-Rodino Act and has other customary closing conditions. It is expected to be completed in the fourth quarter of 2008.
Based in Woonsocket, Rhode Island, CVS Caremark is the largest provider of prescriptions in the nation. Based in Walnut Creek, California, Longs is one of the most recognized retail drug store chains, operating 521 retail pharmacies on the West Coast and in Hawaii.
The Davis Polk corporate team includes partners Louis L. Goldberg and John D. Amorosi and associates Ashleigh S. Kyle, Alexander N. Macleod (not yet admitted) and Robby Sen (not yet admitted). The tax team includes partner Michael Mollerus, associate Neil Weinberg and summer associate Melissa R. Middleton. Partners Barbara Nims and Edmond T. FitzGerald and associate Natasha Sankovitch are providing benefits advice. Counsel Loyti Cheng is providing environmental advice. Partner James A. Florack and associate Jason Kyrwood are providing credit advice. Lindsay M. Allen 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 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 Comcast Corporation on its acquisition of DailyCandy, Inc., an e-mail fashion and culture newsletter and website aimed at women. Comcast is purchasing DailyCandy from, among others, investment firm Pilot Group LLC. DailyCandy will become part of Comcast's Interactive Media division, which also houses other Comcast Internet properties, including the Fancast online video site and movie-information sites Fandango and Movies.com. The terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner William H. Aaronson and associates Jeffrey M. Glasheen and Brian Rooder. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Partner Kyoko Takahashi Lin and associate John A.B. O'Callaghan (not yet admitted) are providing benefits advice. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental advice. Counsel James P. McIntyre and associates Regina Chang and Jonathan H. Pacheco are providing real estate advice. Partner Frank J. Azzopardi and associate Matthew J. Bacal are providing intellectual property advice. Partner Arthur J. Burke and associate Stephen M. Pepper are providing antitrust advice. Except as indicated above, all members of the Davis Polk team are based in the New York 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 Metalmark Capital LLC and Greenhill Capital Partners on their $305 million acquisition of BreitBurn Energy Partners LP from Provident Energy Trust. The acquisition consists of $295 million in cash and a $10 million note. The size of the stake acquired was not disclosed.
Metalmark Capital is a New York-based principal investment firm specializing in all stages of development in middle market businesses. Greenhill Capital is a New York-based private investment firm specializing in investments in buyouts, recapitalizations and growth capital financings in middle market companies. BreitBurn Energy is a Los Angeles, California-based independent oil and gas limited partnership, focused on the acquisition, exploitation and development of oil and gas properties for the purpose of generating cash flow to achieve its goal of providing stable and growing cash distributions to unitholders. Provident Energy is a Calgary, Canada-based open-end investment trust.
The Davis Polk corporate team includes partner John A. Bick, associates Paul Denley Hodgdon, Brian Rooder and David M. Hutchins and summer associate Gerald M. Moody. The tax team includes partner Mary Conway and associate Craig A. Phillips. Partner Gail A. Flesher, counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental advice. Partner Jean M. McLoughlin and associate Sonal Jain are providing employee benefits advice. Counsel James P. McIntyre and associate Alan R. Lewis are providing real estate advice. Partner Lawrence E. Wieman and associates Carson T. Stewart, Vivian Y. Wong and Jeffrey Meriggi (not yet admitted) are providing credit advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Oracle Corporation on its acquisition of Global Knowledge Software (GKS), a division of Global Knowledge Inc., a portfolio company of Welsh, Carson, Anderson & Stowe. Oracle is the world's largest enterprise software company. GKS is based in King of Prussia, Pennsylvania, and is a leading provider of self-service training automation software. 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.
The Davis Polk corporate team includes partner William M. Kelly and associates Sam Kelso, Sarvenaz Madi and Colin Sturt. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa are providing tax advice. Counsel Cynthia Akard is providing employment advice. All members of the Davis Polk team work in the Menlo Park 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 is advising Morgan Stanley and Goldman Sachs as financial advisers to KKR & Co. L.P. (KKR) in connection with its acquisition of all of the assets, and assumption of all of the liabilities, of KKR Private Equity Investors, L.P. (KPE), and, in conjunction therewith, KKR's public listing on the New York Stock Exchange under the symbol KKR. Under the terms of the agreement, which has been unanimously approved by the board of directors of KPE’s general partner, KPE unitholders and related depositary units would receive equity interests in KKR, after which KPE would be dissolved and delisted from Euronext Amsterdam. Upon completion of the transaction, those interests would constitute 21% of the equity in the combined business. The remaining 79% would be retained by KKR executives. In addition, KPE unitholders would receive a contingent value interest providing consideration of up to an additional 6% of the equity in the combined company as of the completion of the transaction to the extent that KKR units trade below a specified threshold, tied to KPE's June 30, 2008, net asset value, three years after completion of the transaction. The transaction is subject to approval by KPE unitholders holding a majority of KPE's common units (excluding for such purpose units whose vote is controlled by KKR and its affiliates) and other customary closing conditions.
The Davis Polk corporate team includes partners Richard D. Truesdell Jr. and John K. Knight of the New York office.
Davis Polk & Wardwell is serving as lead counsel to Frontier Airlines Holdings Inc. in securing a $75 million DIP financing commitment from Washington, DC private equity firm Perseus LLC, as part of its Chapter 11 reorganization. Perseus would also serve as equity sponsor for Frontier's plan of reorganization, allowing Perseus to purchase 79.9% of the equity in the reorganized company for $100 million. The DIP facility and plan sponsorship are subject to bankruptcy court approval and various other conditions.
Frontier operates jet service carriers linking its Denver hub to 46 cities coast-to-coast, 8 cities in Mexico and 1 city in Canada. Frontier Holdings and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the US Bankruptcy Code on April 10, 2008, in the Southern District of New York. On July 25, Frontier filed motions with the Bankruptcy Court for the Southern District of New York seeking approval of the proposed DIP financing and plan sponsorship proposal. Under the terms of the proposed DIP credit facility, Frontier will be able to access a $40 million first tranche immediately upon court approval and $35 million when the plan sponsorship agreement and final DIP order are approved at a later date.
The Davis Polk corporate team includes partners Juliet Cain, Marshall S. Huebner and Nancy L. Sanborn, counsel Timothy Graulich, associates Karla Booth, Jason Kyrwood, Hugh McCullough, Damian S. Schaible, H. Oliver Smith, Hilary Dengel, Pheabe S. Morris, Carson T. Stewart, Eli James Vonnegut, Alexander Young-Anglim, and summer associate Marissa A.L. Jackson. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental law advice. Partner Kathleen L. Ferrell and associates Joshua Ruland and Ari Weinstein are providing tax advice. Partner Jean M. McLoughlin, counsel George R. Ince Jr. and associate Ada Dekhtyar Karczmer are providing employment law advice. Alfonso Silva is the legal assistant on the deal. All members of the Davis Polk team work in the New York office.
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 is advising Tailwind Capital Partners as a provider of equity financing in connection with the approximately $670 million sale by Sprint Nextel of approximately 3,300 wireless communication towers to TowerCo. Soros Strategic Partners II LP, Stone Tower Equity Partners and Vulcan Capital were also sponsors providing equity financing for the transaction. The specific number of towers and the final purchase price will be determined at closing. The transaction is subject to customary closing conditions and is expected to close in 90 days.
Based in Overland Park, Kansas, Sprint Nextel is a wireless telecommunications service provider. Cary, North Carolina-based TowerCo is a wireless communications towers company.
The Davis Polk corporate team includes partner John A. Bick and associates Vijay J. Shroff, Cherie Chen and Drew Glover. The tax team includes partners Kathleen L. Ferrell and Neil Barr. Janine Samuel is the legal assistant on the transaction.
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 is advising J.P. Morgan Securities Inc. as financial adviser to Cleveland-Cliffs on its $10 billion acquisition of Alpha Natural Resources. Under the terms of the agreement, Alpha stockholders will receive 0.95 Cleveland-Cliffs common shares and $22.23 in cash for each share of Alpha stock. The combined company will be renamed Cliffs Natural Resources. The transaction, which is expected to close by the end of 2008, is subject to shareholder approval, customary closing conditions and regulatory approvals.
Based in Cleveland, Ohio, Cleveland-Cliffs is an international mining company, the largest producer of iron ore pellets in North America and a major supplier of metallurgical coal to the global steelmaking industry. Abingdon, Virginia-based Alpha Natural Resources is a leading supplier of high-quality Appalachian coal to the steel industry, electric utilities and other industries.
The Davis Polk corporate team includes partner George R. Bason Jr. and associate William J. Chudd, both of the New York office.
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 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 is advising Cadence Design Systems, Inc. in connection with its proposal to acquire Mentor Graphics Corporation for $16 per share in cash. Based in San Jose, California, Cadence Design Systems enables global electronic-design innovation and plays an essential role in the creation of today's integrated circuits and electronics. Mentor Graphics is based in Wilsonville, Oregon.
The Davis Polk corporate team includes partners Francis S. Currie and Martin A. Wellington of the Menlo Park office, partner Leonard Kreynin of the New York office, associates Zachary Patton, Jeffrey M. Smith and Stephen Lindholm of the Menlo Park office, and summer associate David Zelkind of the Menlo Park office. The regulatory team includes partners Arthur J. Burke, Christopher B. Hockett, associates Rajat Soni and Nathan Lipscomb and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa, both of the Menlo Park office, are providing tax advice. Partner Jean M. McLoughlin of the New York office and counsel Cynthia Akard of the Menlo Park office are providing employee benefits 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.
Davis Polk & Wardwell advised the board of directors of Guaranty Financial Group Inc. (GFG) in connection with private placement agreements entered into with several investors to receive a capital infusion that, when added to the $38.4 million investment by TRT Financial Holdings, LLC on May 30, 2008, will result in total gross proceeds raised of approximately $600 million.
The agreements call for GFG to issue 5.54 million shares, in the aggregate, of a series of convertible perpetual cumulative preferred stock for $51.70 per share, for an aggregate purchase price of approximately $287 million. Approval by Guaranty’s stockholders is required before the conversion feature of the convertible preferred stock can be exercised. Each share of convertible preferred stock will automatically convert into 10 shares of GFG common stock after stockholder approval and necessary regulatory approvals are received. A separate agreement has also been entered into with several investors to purchase, for an aggregate purchase price of $275 million, units comprising subordinated debt to be issued by Guaranty Bank and, in the aggregate, 638,000 shares of convertible preferred stock.
Guaranty Financial Group Inc. is the second-largest publicly traded financial institution holding company headquartered in Texas and one of the 50 largest publicly traded financial institution holding companies based in the US ranked by asset size.
The Davis Polk corporate team included partner William M. Kelly and summer associate Micah G. Block of the Menlo Park office and partner Randall D. Guynn of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice.
Davis Polk & Wardwell advised VF Corporation on its acquisition of one-third of the capital stock of Mo Industries Holding, Inc. The agreement provides a mechanism whereby VF may acquire the balance of the capital stock in the early part of 2009. The financial terms of the transaction were not disclosed.
VF Corporation is a Greensboro, North Carolina-based global leader in lifestyle apparel with a diverse portfolio of jeanswear, outdoor, imagewear, sportswear and contemporary apparel brands. Its principal brands include Wrangler, Lee, Riders, The North Face, Vans, Reef, Eagle Creek, Eastpak, JanSport, Napapijri, Nautica, Kipling, John Varvatos, 7 For All Mankind, lucy, Majestic and Red Kap. Mo Industries is the Los Angeles-based owner of the Splendid and Ella Moss women's contemporary sportswear brands.
The Davis Polk corporate team included partner George R. Bason Jr. and associate Scott D. Mitnick of the New York office, and partner Julia K. Cowles and associates Robert J. Maynes and Vincent T. Cannon of the Menlo Park office. Associate Stephen M. Pepper of the New York office provided antitrust advice. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Counsel Cynthia Akard of the Menlo Park office provided benefits advice.
Davis Polk & Wardwell advised Altria Group, Inc. in connection with its sale on March 25, 2008, of 120 Park Avenue, New York, New York, for the purchase price of $525 million to a subsidiary of Global Holdings, Inc., a private US real estate investment company, which is part of Eyal Ofer family interests. As part of the transaction, Altria leased back a floor, and Philip Morris International Inc., a Virginia corporation and a subsidiary of Altria, which was subsequently spun off by Altria, leased three floors with approximately 74,500 aggregate rentable square feet.
The Davis Polk corporate team included partner Thomas Patrick Dore Jr., counsel Susan D. Kennedy and associates Karla Booth, Jonathan H. Pacheco and Jeffrey Meriggi (not yet admitted). Partner Gail A. Flesher and associate Brianne M. Lucyk provided environmental advice. Kathleen T. Ray was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Comcast Corporation on its acquisition of Plaxo, Inc., a California-based Internet company that develops automatically updating address book software and social networking software. The terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner William H. Aaronson and associates Eli J. Vonnegut (not yet admitted) and Robby Sen (not yet admitted). Partner Rachel D. Kleinberg of the Menlo Park office is providing tax advice. Partner Kyoko Takahashi Lin and associate Sam I. Valverde (not yet admitted) are providing benefits advice. Counsel Betty Moy Huber and associate Fiona Watson D'Souza are providing environmental advice. Counsel Joseph J. Sperber and associate Alan R. Lewis are providing real estate advice. Associates Frank J. Azzopardi, Matthew J. Bacal and Christopher L. Beals (not yet admitted) are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Samuel Lines is the legal assistant on the transaction. Except as indicated above, all members of the Davis Polk team are based in the New York office.
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 is advising GSC Acquisition Company (GSCAC) on its $1.3 billion merger with Complete Energy Holdings, LLC. Under the terms of the transaction agreements, GSCAC is expected to issue approximately $440 million of new equity to Complete Energy’s current owners and to other holders of debt and equity of Complete Energy subsidiaries, assume approximately $627 million of net project-level debt, and retire other debt and pay transaction expenses of approximately $183 million, and a GSCAC subsidiary will also issue a $50 million mezzanine note. The transaction is subject to shareholder approval and to customary closing conditions, including regulatory approvals.
GSC Acquisition Company is a special-purpose acquisition company whose manager completed its initial public offering in June 2007 and trades on the AMEX under the ticker “ GGA.” Headquartered in Houston, Texas, Complete Energy is an independent power-generating company established in January 2004 to acquire, own and operate merchant and contracted electricity-generating facilities in key US markets.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Jeffrey Wool, Emmanuel Cohen, Phillip G. Sharp, Andrea Buti (not yet admitted), Melba Ethel Kapesa (not yet admitted) and Kerry Kopke (not yet admitted). The capital markets team includes partners Richard A. Drucker and Deanna L. Kirkpatrick and associates Jeff Ramsay and Michael Segall. The tax team includes partner William H. Weigel and associate Nancy Chen. Partner Gail A. Flesher and associates Hayden Baker and Elisabeth Hanratty are providing environmental advice. Counsel John T. Wright and associate Sam I. Valverde (not yet admitted) are providing employee benefits advice. Partner Jinsoo H. Kim and associates Norberto E. Quintana, Pheabe S. Morris and Andrea J. Gildea are providing credit advice. Counsel James P. McIntyre and associates Regina Chang, John Naughton (not yet admitted) and Alan R. Lewis are providing real estate advice. Associate Frank J. Azzopardi is providing intellectual property advice. Kara N. Johnson, Audrey T. Nelson and Bernadette M. Sullivan are the legal assistants on the transaction.
Davis Polk & Wardwell is advising Comcast Corporation on its $1.05 billion investment in a new public company resulting from the combination of the high-speed wireless businesses of Sprint Nextel Corporation and Clearwire Corporation. The new company, which will be named Clearwire, will be focused on expediting the deployment of the first nationwide mobile WiMAX network to provide a true mobile broadband experience for consumers, small businesses, medium and large enterprises, public safety organizations and educational institutions.
Intel, Google, Time Warner Cable and Bright House Networks will also invest in Clearwire, at a target price of $20 per share, for a total investment in the new venture of $3.2 billion. The total transaction value will be approximately $14.5 billion, assuming an investment price of $20.00 per share.
The Davis Polk corporate team includes partners David L. Caplan, Carole Schiffman and Marc O. Williams, associates William J. Chudd, James E. Elworth, Jeffrey M. Glasheen, Paul D. Hodgdon, Sophia Hudson, Joanna A. McGinley, James Zha, Andrew M. Delia (not yet admitted), Melba E. Kapesa (not yet admitted), David Raudkivi (not yet admitted) and Eli J. Vonnegut (not yet admitted), and foreign temporary associate Timothy R. Blanchard (not yet admitted). Partner Avishai Shachar and associates Neil Barr and Kent Heggerud are providing tax advice. Partner Kyoko Takahashi Lin and associate Ron M. Aizen are providing benefits advice. Associates Frank J. Azzopardi and Stefan Quick are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Kara N. Johnson is the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Arma Partners LLP as financial adviser to freenet AG in connection with its acquisition of German mobile service provider debitel AG from debitel (Netherlands) Holding BV, a holding company controlled by Permira funds.
As consideration for the acquisition of the debitel Group, freenet will issue 32 million new freenet shares (approximately 24.99% after the capital increase, with a current market value of approximately €360 million) and a long-term €132.5 million interest-bearing loan note to the seller. It will also assume financial liabilities in the amount of approximately €1.135 billion. Total consideration payable will be approximately €1.63 billion.
The transaction marks a major step in the consolidation of the German telecoms market, creating Germany’s third-largest mobile telephone provider, after Deutsche Telecom and Vodaphone, and its leading network-independent telecoms and internet company. The combined company had approximately 19 million subscribers at year-end 2007 and proforma 2007 revenues of approximately €3.36 billion. With 1,016 shops at the end of 2007, and leading retail partners such as Electronic Partner, Hertie, Kaufhof, Karstadt and the Media-Saturn Holding, the combined group will also have the strongest distribution channel for telecoms and internet products in Germany.
The transaction is subject to anti-trust approval of the German cartel authority (the Bundeskartellamt) and the fulfillment of the conditions necessary for listing the new shares.
The Davis Polk corporate team includes partner Patrick S. Kenadjian of the Frankfurt office and associate Siobhan Dalton of the Paris office.
Davis Polk & Wardwell is advising Greenhill & Co., LLC as financial adviser to the Special Committee of the Board of Directors of Wendy’s International, Inc. in connection with its definitive merger agreement with Triarc Companies, Inc. The transaction, which has been approved by the boards of directors of both companies, is an all-stock transaction in which Wendy’s shareholders will receive a fixed ratio of 4.25 shares of Triarc Class A common stock for each share of Wendy’’s common stock they own.
The transaction will bring together Arby’s and Wendy’s, two leading quick-service restaurant brands distinguished by traditions of quality food and service. The combined systems will have approximately 10,000 restaurant units and pro forma annual system sales of approximately $12.5 billion, positioning it as the nation’s third-largest quick-service restaurant company. Under the agreement, Triarc’s shareholders will be asked to approve a charter amendment pursuant to which each share of Triarc’s Class B common stock, Series 1, will be converted into one share of its Class A common stock, resulting in a post-merger company with a single class of common stock. Arby’s and Wendy’s will operate as autonomous brand business units headquartered in Atlanta, Georgia, and Dublin, Ohio, respectively, each dedicated to operational improvements.
The Davis Polk corporate team includes partner John K. Knight and associate David L. Portilla, both of the New York office.
Davis Polk & Wardwell is advising Blue Coat Systems, Inc. on its acquisition of Packeteer, Inc. Under the terms of the agreement, Blue Coat will acquire Packeteer through a cash tender offer of $7.10 per share, or approximately $268 million. The transaction is subject to customary conditions and is expected to close in May 2008. Davis Polk is also advising Blue Coat in connection with an $80 million aggregate principal amount offering of senior convertible notes to be issued to Francisco Partners II LP and an affiliate of Elliott Associates LP in a private placement, the proceeds of which will be used to partially fund the acquisition of Packeteer.
Based in Sunnyvale, California, Blue Coat Systems, Inc., a leader in WAN Application Delivery and Secure Web Gateway, secures web communications and accelerates business applications to customers worldwide. Based in Cupertino, California, Packeteer is a global leader in WAN Application Delivery.
The Davis Polk corporate team includes partners William M. Kelly, Julia K. Cowles and Sarah K. Solum and associates Sarvenaz Madi, Stephen Salmon, Colin Sturt and Niki Fang, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate Ryan LaRosa, both of the Menlo Park office, are providing tax advice, and Menlo Park counsel Cynthia Akard is providing employment advice. Menlo Park partner Steven S. Weiner, Menlo Park associates Emma Maconick and Vishnu Reddy, and New York associate Stefan Quick are providing intellectual property advice. Menlo Park partner Arthur J. Burke and New York associate Stephen M. Pepper are providing antitrust advice.
Davis Polk & Wardwell is advising Basic Energy Services, Inc. in connection with the merger of equals between Basic Energy Services and Grey Wolf, Inc. Under the terms of the agreement, Grey Wolf shareholders will receive $1.82 in cash and 0.2500 shares of new Grey Wolf for each share of Grey Wolf they currently own. Basic Energy Services shareholders will receive $6.70 in cash and 0.9195 shares of new Grey Wolf for each share of Basic Energy Services they currently own. The new company, called Grey Wolf, Inc., has an estimated enterprise value of $2.9 billion and will be assuming a net debt of approximately $960 million.
Basic Energy Services, based in Midland, Texas, is the nation’s third-largest well-servicing rig contractor, with more than 4,600 employees in 11 states, operating in the major oil and gas-producing markets in the United States. Based in Houston, Texas, Grey Wolf is the fourth-largest provider of contract land-drilling services in the United States, servicing major and independent oil and gas companies with a premium fleet of 121 rigs.
The Davis Polk corporate team includes partners George R. Bason Jr., Michael Davis, Lawrence E. Wieman and Michael Kaplan, and associates Stevan R.B. Nicholas and H. Oliver Smith. Partner Kathleen L. Ferrell and associate Christine E. Graham are providing tax advice. Partner Edmond T. FitzGerald and associate Ron M. Aizen are providing employee benefits advice. All members of the Davis Polk team work in the New York office.
Davis Polk advised Eramet, the leading French-listed mining and metals company, in connection with its acquisition of Tinfos AS, a leading Norwegian, family-owned producer of manganese alloy, which is a key element for the growing global steel industry. The transaction values Tinfos at €593 million (approximately $920 million) and the consideration payable by Eramet will consist of a combination of cash and stock, which will be listed on the Paris Bourse. The transaction is subject to regulatory approval, including antitrust.
The Davis Polk team included partners Georges Terrier and Arnaud Pérès and associate Jérôme Sibille, all of the Paris office.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Manitowoc Company, Inc. in connection with its proposed $2.1 billion acquisition of Enodis plc. The transaction, which was unanimously approved by both companies’ boards of directors, provides for a cash payment of 258 pence per Enodis share. In addition, in advance of the closing of the transaction, Enodis will pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year ending September 30, 2008. The transaction is subject to court approval in the United Kingdom, approval of Enodis shareholders and various regulatory approvals, and is expected to close in the fourth quarter of 2008.
The Wisconsin-based Manitowoc Company is one of the world’s largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes and boom trucks. Listed in London and operationally headquartered in Tampa, Florida, Enodis is one of the leading global food and beverage equipment manufacturers with approximately 6,800 employees and 30 factories in 9 countries.
The Davis Polk corporate team includes partner John K. Knight and associate Cherie Chen, both of the New York office.
Davis Polk & Wardwell advised Aozora Bank and a special committee of its board of directors in connection with a partial tender offer by Cerberus NCB Acquisition, L.P., Aozora Bank’s major shareholder. Cerberus acquired an additional 8% of Aozora Bank common stock for approximately $420 million and raised its ownership to approximately 45.5% of the outstanding common stock. Aozora Bank is a leading Japanese bank.
The Davis Polk corporate team included partner Eugene C. Gregor and associates Mörk Murdock and Jeremy Entwisle. Naruhito Cho and Jennifer Connelly were the legal assistants on the transaction. All members of the Davis Polk team are based in the Tokyo office.
Davis Polk & Wardwell is advising Patriot Coal Corporation on its $709 million acquisition of Magnum Coal Company. Under the terms of the agreement, Magnum shareholders will receive approximately 11.9 million shares of newly issued Patriot Coal common stock. Patriot will also assume net debt estimated at $150 million. The transaction is subject to certain regulatory and shareholder approvals and customary closing conditions. The proposed transaction is expected to close around mid-year.
Patriot Coal, based in St. Louis, Missouri, is a leading producer and marketer of coal in the eastern United States, with 10 company-operated mines and numerous contractor-operated mines in Appalachia and the Illinois basin. West Virginia-based Magnum Coal is one of the largest and lowest-cost producers in Central Appalachia, operating 12 mines and 7 preparation plants.
The Davis Polk corporate team includes partner William L. Taylor and associates Ajay Lele, Brenda Chen, Daniel Smit and Nupur Chandna (not yet admitted). Partners E. Waide Warner Jr. and Sartaj Gill and associate Gavin R. Skene are providing credit advice. Partner Gail A. Flesher, counsel Betty Moy Huber and associates Dessislav Dobrev and Heather Daly are providing environmental advice. The tax team includes partner Kathleen L. Ferrell and associate Craig A. Phillips. Partner Joel M. Cohen and associates Stephen M. Pepper, Crystal McKellar and Julie L. Hassman are providing antitrust advice. Partner Sarah E. Beshar and associate Alain Kuyumjian are providing capital markets advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is serving as US counsel to the Swedish government in connection with its €5.6 billion (US$ 8.9 billion) sale of Vin & Sprit, maker of Absolut Vodka, to French liquor company Pernod Ricard, whose brands include Seagram’s Gin, Havana Club rum, Chivas Regal Scotch, Jacob’s Creek Wines and Jameson Irish Whiskey.
The Davis Polk corporate team includes partner Phillip R. Mills and associates Ashleigh S. Kyle and Darren S. Klein. Partner Ronan P. Harty and associate Ian R. Rooney are providing antitrust advice. Partner Gail A. Flesher and associate Hayden Baker are providing environmental advice. The tax team includes partner Kathleen L. Ferrell and associate Joanna Mork. All members of the Davis Polk team are based in the New York office.
Davis Polk advised the Swedish government in conjunction with Vinge, the Swedish government's principal legal advisor on the sale of Vin & Sprit.
Davis Polk & Wardwell is advising MMX Mineração e Metálicos S.A. in connection with the proposed split-up of the company and subsequent sale of one of the resulting companies for approximately $5.5 billion to an affiliate of Anglo American, one of the world’s largest mining and natural resource groups. In the transaction, MMX will split into three companies. Two of those entities, MMX itself and LLX Logistica S.A., will remain independent, public companies that are expected to be listed on Brazil’s Novo Mercado after closing. Under the definitive agreements, the third public company, IronX Mineração S.A., would be sold to an Anglo American affiliate in two steps for approximately $5.5 billion in cash. The transaction also involved the negotiation of numerous commercial arrangements among the parties, including the payment by IronX to MMX of an ongoing royalty, commencing in 2023 for the MMX Amapá mine and 2025 for the MMX Minas-Rio mine.
The Davis Polk corporate team includes partners John D. Amorosi, Manuel Garciadiaz, and Diane G. Kerr and associates Joana G. Benjamin, Paul D. Hodgdon, and H. Oliver Smith. Partner Kathleen L. Ferrell is providing tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising JPMorgan as financial adviser to NYMEX Holdings in connection with its proposed acquisition by CME Group. The companies expect the merger to close in the fourth quarter of 2008.
Chicago-based CME Group is a combined entity formed by the 2007 merger of the Chicago Mercantile Exchange and the Chicago Board of Trade that provides the widest range of benchmark futures and options products available on any exchange, covering all major asset classes. New York-based NYMEX is the parent company of the New York Mercantile Exchange, the world's largest physical commodity futures exchange and the preeminent trading forum for energy and precious metals.
The Davis Polk corporate team includes partner George R. Bason Jr. and associates Ashleigh S. Kyle and Jeffrey M. Glasheen, all of the New York office.
Davis Polk & Wardwell is advising Getty Investments L.L.C. in connection with the proposed private equity buyout of Getty Images, Inc. by affiliates of Hellman & Friedman LLC. Getty Investments and certain related parties, including the co-founder and chairman of Getty Images, Mark Getty, who collectively hold approximately 15% of the company's shares, agreed to rollover their shares into the acquiring entity. Getty Images is the world’s leading creator and distributor of visual content and other digital media.
The transaction is valued at approximately $2.4 billion, including the assumption of existing debt. Pending stockholder and regulatory approvals and other closing conditions, the transaction is expected to close in the second quarter of 2008.
The Davis Polk corporate team includes partners Daniel G. Kelly Jr. and Sarah K. Solum, and associates Robert J. Maynes and Vincent T. Cannon, all of the Menlo Park office. Partner Kathleen L. Ferrell and associate Matthew Kohley (not yet admitted) of the New York office are providing tax advice. The intellectual property team includes partner Steven S. Weiner of the Menlo Park office and associate Frank J. Azzopardi of the New York office. Partner Barbara Nims of the New York office and counsel Cynthia Akard of the Menlo Park office are providing employment advice. Partner Arthur J. Burke of the Menlo Park office and associate Stephen M. Pepper of the New York office are providing antitrust advice. Partner Dennis E. Glazer of the New York office is providing litigation advice.
Davis Polk & Wardwell is advising KLA–Tencor Corporation on matters of U.S. law in connection with its proposed acquisition of ICOS Vision Systems NV for approximately $466 million in cash. The acquisition will be conducted by means of an offer under Belgian law for all of the issued and outstanding shares of ICOS Vision Systems. The offer is subject to customary closing conditions and is expected to close in the second quarter of 2008.
KLA–Tencor is the leading supplier of inspection and metrology systems to the global semiconductor industry. Based in Belgium, ICOS Vision Systems is a leading supplier of packaging and interconnect inspection solutions for the semiconductor industry.
The Davis Polk corporate team includes partner Mischa Travers and associate Zachary Patton of the Menlo Park office. Partner Arthur J. Burke of the Menlo Park office and associates Stephen M. Pepper and Rajesh James of the New York office provided antitrust advice.
Davis Polk & Wardwell is advising Banc of America Securities LLC and Morgan Stanley & Co. Incorporated as financial advisers to Kellwood Company in connection with Sun Capital’s proposed $21.00 per share tender offer and the related merger agreement. The tender offer has been recommended by the board of directors of Kellwood and is expected to be consummated on February 12.
Headquartered in St. Louis, Missouri, Kellwood is a $1.6 billion leading marketer of apparel and consumer soft goods. Sun Capital Partners is a leading private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies.
The Davis Polk corporate team includes partner Leonard Kreynin and associate Vijay J. Shroff, both of the New York office.
Davis Polk & Wardwell is advising Roche Holding Ltd on its acquisition of Ventana Medical Systems, Inc., a leader in the fast-growing histopathology (tissue-based diagnostics) segment. Headquartered in Basel, Switzerland, Roche is one of the world‘s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics.
After unsuccessful efforts to engage the company in discussions concerning a possible transaction, Roche initiated, in June 2007, an unsolicited tender offer to acquire Ventana.
On January 21, 2008, Roche and Ventana entered into a merger agreement, pursuant to which Roche would acquire Ventana for $89.50 per share in cash (or an aggregate of $3.4 billion on a fully diluted basis). The merger agreement has been approved by the boards of Ventana and Roche. The transaction is subject to customary closing conditions, including the tender of a majority of Ventana‘s shares of common stock.
The Davis Polk transaction team includes partners Arthur F. Golden, Christopher Mayer and Marc O. Williams, associates Bradley Mitchell, Jeffrey M. Glasheen, Laura I. Martínez, Andrea Buti and Terrence R. O‘Donnell (not yet admitted), all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Brian M. Burnovski, all of the New York office, are providing litigation advice. Partner Joel M. Cohen and associates Stephen M. Pepper and Edward N. Moss, all of the New York office, are providing antitrust advice. Counsel Loyti Cheng and associate Heather Daly, both of the New York office, are providing environmental advice. Partners Steven S. Weiner and Anthony I. Fenwick of the Menlo Park office, and associates Duane Nash and Vishnu Reddy, both of the Menlo Park office, and associate Stefan Quick of the New York office, are providing intellectual property advice. Partner Michael Mollerus and associate David Morris, both of the New York office, are providing tax advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani, both of the New York office, are providing employment advice.
Davis Polk & Wardwell is advising the Campbell Soup Company in connection with its $850 million sale of Godiva Chocolatier to Yildiz Holding A.S. The sale is subject to customary closing conditions and regulatory approvals and is expected to close within the next several months.
Campbell Soup Company is a Camden, New Jersey-based global manufacturer and marketer of high quality foods and simple meals, including soup, baked snacks, vegetable-based beverages, and premium chocolate products. Yildiz Holding A.S. is the owner of the Ülker Group, a diversified food company based in Istanbul, Turkey.
The Davis Polk corporate team includes partner David L. Caplan and associates H. Oliver Smith, Alexandra C. Norton and Gillian Emmett Moldowan (not yet admitted). The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Beverly Fanger Chase, counsel George R. Ince Jr. and associate Natasha Sankovitch are providing employee benefits advice. Counsel James P. McIntyre and associate Carolyn Gratzer Cope are providing real estate advice. Associate Matthew J. Bacal is providing intellectual property advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Janine Samuel is the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Linktone Ltd., a Nasdaq-listed, Shanghai-based wireless interactive entertainment company in connection with its proposed sale of a controlling interest to PT Media Nusantara Citra (MNC). The proposed transaction will combine a tender offer for outstanding shares and a subscription for newly issued shares of Linktone, with MNC holding at least 51% of the share capital of Linktone after the consummation of the transaction. The transaction is subject to the approval of Linktone’s shareholders and is expected to close in the first quarter of 2008.
Linktone is one of the leading providers of wireless interactive entertainment services to consumers and advertising services to enterprises in China. Linktone’s services are provided through cross-media platforms and the networks of China’s major mobile operators. Based in Jakarta and listed on the Jakarta stock exchange, MNC is the largest media company in Indonesia and is also the only integrated media company in Indonesia with operations encompassing content product, content distribution, television networks, newspaper and radio networks.
The Davis Polk corporate team includes counsel Mark J. Lehmkuhler and associates Anna Xu , Zhan Chen and Jennifer H. Leung (not yet admitted), all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office are providing tax advice.
Davis Polk & Wardwell is advising Affymetrix, Inc. on its acquisition of USB Corporation. Based in Santa Clara, California, Affymetrix is engaged in the development, manufacture, sale and service of consumables and systems for genetic analysis in the life sciences and clinical healthcare markets and is recognized as a market leader in creating breakthrough tools that are advancing the understanding of the molecular basis of life. USB is a privately held Cleveland, Ohio-based company that develops, manufactures and markets an extensive line of molecular biology and biochemical reagent products.
Under the terms of the acquisition, Affymetrix will acquire USB for approximately $75 million in cash. The transaction is expected to close in the first quarter of 2008, following the satisfaction of regulatory requirements and other customary closing conditions.
The Davis Polk corporate team includes partners William M. Kelly and Sarah K. Solum and associates Matthew E. King and Christopher D. Kelley, all of the Menlo Park office. Partner Michael Mollerus and associate M. Ryan LaRosa of the New York office are providing tax advice. The intellectual property team includes partner Steven S. Weiner of the Menlo Park office. Partner Gail A. Flesher and associate Brianne M. Lucyk of the New York office are providing environmental advice. Counsel Cynthia Akard of the Menlo Park office is providing employment advice.
Davis Polk & Wardwell advised Emerson Electric Co. and Crane Co. in connection with the sale of their joint venture, Industrial Motion Control, LLC (IMC), to DE-STA-CO, a subsidiary of Dover Corporation. The terms of the transaction were not disclosed.
IMC, based in Wheeling, Illinois, is one of the world's leading manufacturers of mechanical motion control products for use in industrial automation equipment. Its products, which include high-precision cam-actuated index drives, parts handlers and precision link conveyors, are sold under the Camco and Ferguson brands. IMC was formed in 2001 as a joint venture between Emerson Electric Co., a diversified global technology company, and Crane Co., a diversified manufacturer of highly engineered industrial products. DE-STA-CO, headquartered in Auburn Hills, Michigan, is a leader in robotic tooling solutions for workplace and automation needs.
The Davis Polk corporate team included partner Phillip R. Mills, associate James E. Elworth and foreign temporary associate Fabian Dietz (not yet admitted). Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. Partner Po Sit and associate Jenny L. Ruzow provided tax advice. Counsel John T. Wright provided employee benefits advice. Associate Stefan Quick provided intellectual property advice.
Davis Polk & Wardwell advised Ultrapar Participações S.A. in connection with its approximately US$4.1 billion acquisition of the Ipiranga Group, a Brazilian fuel distribution and petrochemicals conglomerate principally consisting of three operating companies. The transaction, one of the largest and most complex Brazilian M&A transactions in history, was structured as a multi-step acquisition and included a series of SEC-registered mergers and exempt cash tender offers, whereby Ultrapar acquired 100% of the outstanding common and preferred shares of the Ipiranga Group’s three operating companies, each of which was listed on the BOVESPA stock exchange in Brazil. To complete the SEC-registered mergers, Ultrapar issued 54,704,948 preferred shares in exchange for the Ipiranga Group common and preferred shares.
In connection with the Ipiranga Group acquisition, Ultrapar acted pursuant to a series of agreements with Petróleo Brasileiro S.A. and Braskem S.A., the leading Brazilian oil and chemicals companies, respectively. Under the terms of these agreements, Ultrapar acquired the Ipiranga Group on its own behalf and on behalf of Petrobras and Braskem, with the businesses of the Ipiranga Group to be divided among the three companies following completion of the transaction.
Ultrapar is Brazil’s largest distributor of liquefied petroleum gas, the second-largest fuel distributor, a leading chemicals manufacturer and an integrated logistics services provider for petrochemical and chemical manufacturers. Prior to the acquisition, the Ipiranga Group was Brazil’s second-largest fuel distributor and had a significant presence in the petrochemical market.
The Davis Polk corporate team included partners Andrés V. Gil, Dianne G. Kerr and Joseph A. Hall and associates Diego A. Rotsztain, Patrick Jackson, Pheabe S. Morris, Diane R. Young (not yet admitted), Rosa Mae Neel (not yet admitted) and Tiaan Schreuder (not yet admitted). The tax team included partner Kathleen L. Ferrell and associate Catherine Paskoff Chang. Associate Rachel J. Strum provided Investment Company Act advice. Ines Velasco, Amarilys Katy Barbosa and James H. McCormick were the legal assistants on the transaction. All members of the Davis Polk team are from the New York office.
Davis Polk & Wardwell advised the outside directors of Trane Inc. in connection with its proposed sale to Ingersoll-Rand Co. Under the terms of the merger agreement, Trane shareholders will receive cash-and-stock. Ingersoll-Rand agreed to pay the shareholders $36.50 plus 0.23 of its shares for each Trane share. The $10.1 billion deal would create one of the world‘s largest makers of air conditioners. The transaction, which is expected to close late in the first quarter or early in the second quarter of 2008, is subject to approval by Trane shareholders, regulatory approvals and customary closing conditions.
The Davis Polk corporate team included partners Arthur F. Golden and George R. Bason Jr. and associate Jeffrey M. Glasheen, all of the New York office.
