Mergers and Acquisitions

Davis Polk is regularly involved in the largest and most complex M&A deals of the day. Clients – longstanding and new, large and small, global and domestic – come to us when the scope and strategic importance of a transaction calls for Davis Polk.

We have a long history of innovation and creative problem-solving. Our M&A lawyers bring sophisticated judgment, advice and client service to high-stakes transactions, including public and private deals, private equity transactions, joint ventures and strategic alliances, carveouts and divestitures, friendly and contested situations, leveraged buyouts and other types of transactions.

Our expanded regulatory capabilities are increasingly important to our clients and complement our M&A transactional capability, including our antitrust and competition, FCPA, CFIUS, information privacy, and Asian investigations and enforcement practices.

Recognition

  • According to Thomson Reuters, in 2013, Davis Polk ranked:

    • 1st in announced worldwide M&A

    • 1st among U.S. legal advisers in completed Asia Pacific Emerging Market M&A

    • 1st in announced U.K. M&A

    • 2nd in announced U.S. M&A

  • According to mergermarket, in 2013, Davis Polk ranked:

    • 1st in announced global M&A

    • 1st among U.S. firms in announced European M&A

    • 2nd in announced Americas M&A

    • 2nd in announced U.S. M&A

  • According to Bloomberg, in 2013, Davis Polk ranked:

    • 2nd in announced global M&A

    • 2nd in announced global private equity M&A

    • 1st among U.S. firms in announced Indian M&A

    • 3rd in cross-border M&A

    • 3rd in European M&A

  • 1st tier among U.S. law firms advising on M&A transactions – Chambers USA 2013 and IFLR1000 2013

  • Among the "M&A Practice Groups of the Year" – Law360

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  • Chambers USA 2013 notes: “Davis Polk fosters a collaborative environment that enables each lawyer to leverage the functional expertise of a broad array of colleagues. Davis Polk is exceptional – as sophisticated as it gets.”

  • "This American firm is famed for its high-quality team and involvement in outstanding deals across its ten offices. In addition to its impressive group in New York, it also fields strong teams in China, Japan and Latin America, and the network attracts impressive cross-border instructions.” – Chambers Global 2013

  • "Davis Polk is ‘superb at deals. The firm fields a great, full-service team across the board, including corporate, tax, employee benefits and litigation, so you get a holistic, legal approach to large transactions.” – Legal 500 U.S. 2013

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Notable Matters

Davis Polk has long been the firm of choice for many of the world’s leading blue chip companies.

EXXONMOBIL

  • $81 billion merger with Mobil – creating the world’s largest integrated oil company

  • $41 billion stock acquisition of XTO Energy – the largest oil and gas deal in four years

COMCAST

  • $53 billion acquisition of AT&T’s broadband business

  • $45.2 billion pending merger with Time Warner Cable

  • $37 billion NBCUniversal joint venture with General Electric

  • $16.7 billion acquisition of GE’s 49% common equity stake in NBCUniversal  

  • $3.6 billion sale by SpectrumCo of 122 Advanced Wireless Services spectrum licenses to Verizon Wireless

  • $1.4 billion acquisition of properties used by NBCUniversal at 30 Rockefeller Plaza and CNBC’s headquarters in Englewood Cliffs, New Jersey

  • $150 million acquisition of shares of the common stock of ARRIS Group 

CITI

  • $58 billion recapitalization transaction involving the U.S. government and private investors

  • The formation of Morgan Stanley Smith Barney, and Citi's subsequent sale of its interest in MSSB to Morgan Stanley 

  • Spinout of certain Citi alternatives businesses, including CAI’s hedge fund, private equity and CLO businesses, to management

ROCHE

  • $46.8 billion acquisition of the public minority in Genentech – the largest-ever completed going-private transaction

  • $6.7 billion unsolicited proposal to acquire Illumina

  • $3.4 billion hostile acquisition of Ventana Medical Systems

  • $450 million acquisition of IQuum, a leader in developing the lab-in-a-tube technology

H.J. HEINZ COMPANY

  • $28 billion acquisition by a consortium comprised of Berkshire Hathaway and 3G Capital – the largest transaction ever in the food industry

  • $735 million sale of its Weight Watchers classes business

  • $165 million acquisition of Foodstar, a soy sauces company

  • Proxy fight mounted by Trian Group and Nelson Peltz

FREEPORT-MCMORAN COPPER & GOLD

  • $25.6 billion acquisition of Phelps Dodge

  • $6.9 billion acquisition of Plains Exploration & Production Company

  • $3.4 billion acquisition of McMoRan Exploration Co.

  • $435 million acquisition of a large-scale cobalt refinery in Kokkolo, Finland, from Om Group

CVS CAREMARK

  • $25 billion merger with Caremark – forming the largest pharmacy services provider in the U.S.

  • $2.9 billion contested acquisition of Longs Drug Stores

  • $1.25 billion acquisition of the Medicare Part D business of Universal American

  • Acquisition of Drogaria Onofre, one of Brazil’s largest retailers of health care and personal care products, in its first-ever international acquisition

CNOOC

  • $15.1 billion acquisition of Nexen – the largest foreign acquisition by a Chinese company

  • $18.5 billion proposed acquisition of Unocal

MORGAN STANLEY

  • $9 billion investment by Mitsubishi UFJ Financial

  • Joint venture with Mitsubishi UFJ Financial that integrated their securities operations in Japan

  • $1.5 billion disposition of Van Kampen Investments

  • Spinoffs of FrontPoint Partners and Process Driven Trading (PDT)

  • Pending sale of its Oil Merchanting Business

ASTRAZENECA

  • $15.6 billion acquisition of MedImmune

  • $7 billion expansion of its diabetes alliance with Bristol-Myers Squibb (BMS) through BMS' acquisition of Amylin Pharmaceuticals

  • $323 million pending acquisition of Omthera Pharmaceuticals

ORACLE

  • $10.3 billion hostile takeover of software company PeopleSoft

  • $5.85 billion acquisition of Siebel Systems

  • $1 billion acquisition of Art Technology Group

PEPSI

  • $14.4 billion acquisition of Quaker Oats

  • $7.8 billion going-private acquisition of its two largest anchor bottlers

  • $5.8 billion acquisition of a 95% stake in Russian food and beverage company Wimm-Bill-Dann Foods

AETNA

  • $7.3 billion acquisition of Coventry Health Care, a diversified national managed health care company based in Bethesda, Maryland

  • $600 million acquisition of Prodigy Health Group

  • $500 million acquisition of Medicity

  • $290 million acquisition of Genworth Financial’s Medicare Supplement business

  • $202 million acquisition of PayFlex Holdings

EBX

  • C1.2 billion acquisition of Ventana Gold

  • Splitup MMX Mineração e Metálicos, an EBX company, and subsequent $5.5 billion sale of one of the resulting companies to Anglo American

CHINA INVESTMENT CORPORATION

  • $1.9 billion investment in Bumi Resources, the largest coal mining company in Indonesia

  • Strategic investments in a variety of companies, including Bank of Communications, Enogex Holdings and China Lumena New Materials

EMERSON

  • £997 million unsolicited acquisition of Chloride Group

  • $1.2 billion acquisition of Avocent

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RECENT SELECTED MATTERS

  • Warner Chilcott. We advised Warner Chilcott, an Ireland-incorporated specialty pharmaceutical company focused on the women’s health care, gastroenterology, urology and dermatology segments, on its all-stock $8.5 billion acquisition by Actavis, a global integrated specialty pharmaceutical company focused on developing, manufacturing and distributing generic, brand and bio-similar products.

  • Bertelsmann. We advised Bertelsmann, a German diversified media and business outsourcing company, on its combination with Pearson, a U.K. business information, education and publishing company, of their trade-book publishing companies, Random House and Penguin Group, respectively. Bertelsmann owns 53% and Pearson owns 47% of the combined company, which will be named Penguin Random House.

  • Millicom International Cellular. We have advised Millicom International Cellular, an international telecommunications and media company dedicated to emerging markets in Latin America and Africa, on the $4.4 billion merger of its Colombian telecommunications business, conducted through Colombia Móvil, with UNE EPM Telecomunicaciones, a subsidiary of Empresas Públicas de Medellín–EPM, the largest Colombian public services company and operates in the electricity, natural gas, water, waste management, information technology and telecommunications industries.

  • Shire. We advised Shire, an Irish specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician, on its $4.2 billion acquisition of ViroPharma, an Exton, Pennsylvania-based biopharmaceutical company committed to developing and commercializing novel solutions to address unmet needs of patients living with diseases that have few clinical therapeutic options.

  • Tele2. We advised Tele2 AB, one of Europe’s leading telecom operators, on the $3.55 billion sale of its Russian operations to VTB Group, the financial holding company of one of the leading universal banks of Russia.

  • Sterling Financial. We advised Sterling Financial, a Spokane, Washington-based bank holding company for Sterling Savings Bank, a Washington state-chartered and federally insured commercial bank, on its $2 billion merger with Umpqua, the parent company of Umpqua Bank, an Oregon-based community bank.

  • Baidu. We have advised Baidu, a Chinese-language Internet search provider, on its $1.9 billion acquisition of 91 Wireless Websoft, a Chinese mobile software developer and operator of smartphone application distribution platforms, community websites and other products for smartphone users.

  • Reliance Steel & Aluminum. We advised Reliance Steel & Aluminum, the largest metals service center company in North America with headquarters in Los Angeles, California, on its $1.2 billion acquisition of Metals USA Holdings, a Fort Lauderdale, Florida-based provider of a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals and building products markets.

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