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 law firms in U.S. M&A – Chambers USA 2014, Legal 500 and IFLR1000 2014

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

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  • Clients note: “They have top-drawer expertise in the partnership in a lot of different areas and are creative problem solvers. You get the same consistent high level of service and attention from any partner in the firm.” - Chambers USA 2014

  • “The build-out of its international network, including the development of local law capabilities in key markets such as London and Hong Kong, has earned it an even stronger standing when it comes to multi-jurisdictional deals.” - Legal 500 U.S. 2014

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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

  • $20 billion pending series of transactions with Charter Communications
  • $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

  • 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

ASTRAZENECA

  • Defense of an unsolicited $119 billion acquisition proposed by Pfizer
  • $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

ROCHE

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

  • $8.3 billion acquisition of InterMune
  • $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

SHIRE

  • $54.8 billion merger with AbbVie, the largest-ever U.S. acquisition of a European target
  • $4.2 billion acquisition of ViroPharma
  • $2.6 billion acquisition of New River Pharma
  • $750 million acquisition of Advanced BioHealing
  • $260 million acquisition of Lumena Pharmaceuticals

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 unit of its commodities division to Rosneft

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

TYSON FOODS 

  • $8.55 billion acquisition of all the outstanding shares of Hillshire Brands
  • $575 million sale of it poultry businesses in Mexico and Brazil to JBS

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

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

BAIDU

  • $1.9 billion acquisition of 91 Wireless, a Chinese mobile software developer
  • $370 million acquisition of the online business of PPS
  • $306 million majority investment in Qunar, the leading travel search engine in China

EMERSON

  • £997 million unsolicited acquisition of Chloride Group

  • $1.2 billion acquisition of Avocent

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RECENT SELECTED MATTERS

  • 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 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.

  • Electrolux. We have advised Electrolux, a Swedish leader in household appliances and appliances for professional use, on its $3.3 billion acquisition of the appliances business of General Electric. GE Appliances, which is headquartered in Louisville, Kentucky, is one of the premier manufacturers of kitchen and laundry products in the United States.
  • JPMorgan Chase. We have advised JPMorgan Chase & Co. on its sale of a portfolio of loans and other securities from J.P. Morgan’s Global Special Opportunities Group to Sankaty Advisors, the independently managed credit affiliate of Bain Capital and one of the world’s leading private managers of fixed income and credit instruments. The portfolio contains mezzanine loans in North America and Europe, as well as loans and related special situations investments in Australia and across Asia, with an aggregate value of approximately $1.3 billion.
  • LVMH. We have advised LVMH, a world leader in high-quality products with a unique portfolio of over 60 prestigious brands, on a final settlement of all disputes and lawsuits with Hermès, a French luxury goods company, in connection with the acquisition by LVMH of 15% of the share capital of Hermès. According to this agreement, all Hermès shares held by the LVMH, which represent more than 23% of the share capital of Hermès and are valued at €6.4 billion, will be distributed to LVMH’s shareholders.
  • 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.
  • Tencent. We advised Tencent, one of China’s largest and most widely used Internet service portals, on its strategic partnership with 58.com, which operates China’s largest online marketplace serving local merchants and consumers. After the completion of this transaction, Tencent owned 19.9% of the total outstanding share capital of 58.com on a fully diluted basis.

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