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Mergers & Acquisitions

March 09, 2023
DSW Stock Tipper Can't Have Witnesses At Sentencing

A federal judge on Thursday said an admitted Designer Shoe Warehouse stock tipper whose cooperation flip-flop torpedoed prosecutors' case against his alleged co-conspirators cannot call character witnesses at his upcoming sentencing hearing.
March 09, 2023
2 Firms Lead Publisher's $940M Buy Of Business Events Co.

Publisher Informa said on Thursday that it has inked a deal to buy business events specialist Tarsus for $940 million from a private equity investor, Charterhouse Capital Partners LLP, in a deal advised by Dentons and Allen & Overy LLP.
March 08, 2023
Ex-US Rep. Takes Stand, Denies Trading On Secret M&A Info

Former U.S. Rep. Stephen Buyer took the witness stand on Wednesday to defend himself against insider trading charges alleging that he used knowledge gleaned from his post-public service lobbying career to trade ahead of upcoming mergers, saying his stock buys were based on legitimate research.
March 08, 2023
Illumina Says EU Comms Underscore FTC Bias Over Grail

Illumina Inc. says the Federal Trade Commission improperly coordinated with its European counterparts to derail the company's $8 billion reacquisition of cancer-testing outfit Grail Inc. and wants documentation of the enforcers' conversations entered into the FTC's record.
March 08, 2023
Sony Tells UK Watchdog Microsoft's Activision Fix Falls Short

Sony's digital entertainment arm told the U.K.'s Competition and Markets Authority that Microsoft's proposal to offer long-term contracts to rival gaming platforms to address concerns raised by its planned $68.7 billion takeover of Activision Blizzard falls short.
March 08, 2023
Northeast Alliance Judge Refuses To Take Spirit Merger Suit

The Massachusetts federal judge overseeing an enforcement action seeking to end JetBlue's alliance with American Airlines rejected enforcers' request that he also handle the government's recently lodged challenge of JetBlue's planned Spirit Airlines deal on Wednesday, saying the cases are not related and handing the merger case back for reassignment.
March 08, 2023
DOJ's Assa Abloy Merger Challenge Gets New Judge

The U.S. Department of Justice's case against Swedish lock giant Assa Abloy AB and its proposed $4.3 billion pickup of Spectrum Brands' hardware and home improvement business is getting a new judge, the freshly seated U.S. District Judge Ana C. Reyes.
March 08, 2023
V&E Guides Tidewater In $577M Deal For 37 Solstad Vessels

Offshore ship operator Tidewater, guided by Vinson & Elkins LLP, said Wednesday it plans to buy 37 platform supply vessels from supply shipping company Solstad Offshore for $577 million, which it says will help make it one of the largest owner and operator of high-specification PSVs.
March 08, 2023
Thoma Bravo's Offer 'Insultingly Low,' Magnet Investor Says

California-based hedge fund manager Nellore Capital Management LLC on Wednesday sent a public letter to the shareholders of cybersecurity company Magnet Forensics, saying that they were "practically being robbed" by Thoma Bravo's proposed CA$1.8 billion ($1.34 billion) take-private purchase of the company and urging them to vote against the deal.
March 08, 2023
Ascend Aims To Toss MedMen's Counterclaim Over $73M Deal

Ascend Wellness Holdings Inc. is asking a New York state court to throw out counterclaims in its suit against MM Enterprises USA LLC over a failed $73 million asset buy, saying it can't be held liable for breaching a contract when the allegations are that it took action to complete that contract.
March 08, 2023
2 Firms Lead Furniture Maker HNI In $485M Buy Of Competitor

Furniture manufacturer HNI Corp., steered by Davis Polk & Wardwell LLP, will acquire competitor Kimball International Inc., which is being guided by ArentFox Schiff LLP and owns the brand names Kimball National, Interwoven and Poppin, in a cash and stock deal valued at $485 million, the companies announced Wednesday.
March 08, 2023
Kirkland Leads Ares $375M Brand Management Firm Infusion

Ares Management Corp. will invest $375 million into Kirkland-led brand management firm WHP Global, which owns brands including Express and Toys "R" Us, in a deal that values the company at $1.6 billion and is meant to bolster its next wave of acquisitions, according to a Wednesday announcement.
March 08, 2023
2 Firms Drive Electric Powertrain Maker $306M SPAC Merger

Electric powertrain manufacturer Zero Nox Inc. and a special-purpose acquisition company said Wednesday that they plan to combine in a merger that would take ZeroNox public at an estimated $306 million value, guided by two law firms.
March 08, 2023
Solenis To Buy Diversey In $4.6B PE-Backed, Go-Private Deal

Delaware-based chemicals company Solenis has agreed to acquire Diversey Holdings Ltd. in a private equity-backed deal that carries a roughly $4.6 billion enterprise value and will take Diversey private, the companies announced Wednesday.
March 08, 2023
BigLaw Vets Launch Remote-First Firm Focused On Small Biz

A group of former BigLaw attorneys have started a remote-first, boutique firm focused on small to midsize business acquisitions, a part of the M&A; market they say is in need as owners start to retire and look to hand over the reins to outside parties instead of family members.
March 08, 2023
Blackstone, Thomson Reuters Sell £2B In LSEG Shares

A consortium including Blackstone Inc. and Thomson Reuters has sold £2 billion ($2.4 billion) worth of shares in the London Stock Exchange Group, bookrunner Morgan Stanley said Wednesday.
March 07, 2023
Feds' JetBlue-Spirit Fight Charts Murky Path For Airline Deals

The aggressiveness of the Biden administration's two-pronged assault against JetBlue's proposed merger with Spirit Airlines may threaten the viability of future airline acquisitions, as well as joint ventures and code-share agreements for marketing the same flights under different airline banners, by adding new regulatory burdens on would-be suitors and targets.
March 07, 2023
Chancery Approves $39.9M Settlement For Cannabis Co. Tilray

Canadian cannabis venture Tilray Inc. got approval Tuesday from Delaware's Court of Chancery for a $39.9 million settlement that resolves a shareholder derivative suit and awards $6.5 million in fees and expenses to the plaintiffs attorneys.
March 07, 2023
Canadian Court Rules Against $1.7B Oil & Gas Waste Deal

Canada's Competition Bureau on Tuesday hailed a decision finding anticompetitive effects from Secure Energy Services' since-closed CA$2.3 billion ($1.7 billion) purchase of its main competitor in the oil and gas waste business and ordering the divestiture of nearly one-third of the facilities acquired.
March 07, 2023
Voyager Gets OK For $1B Binance Deal, Ch. 11 Exit

A New York bankruptcy judge Tuesday approved cryptocurrency platform Voyager Digital's plan to exit Chapter 11 with a transfer of more than $1 billion in customer accounts to the U.S. affiliate of cryptocurrency platform Binance.
March 07, 2023
Ritchie Bros. To Offer Dividend If $7B IAA Merger Is Approved

Canadian machine auctioneer Ritchie Bros. on Tuesday announced that it will pay investors a special cash dividend if they approve its proposed $7.3 billion merger with online automobile buying company IAA Inc.
March 07, 2023
Digital Ad Tech Co. Sued In Del. For Revenue Overstatements

A Digital Turbine Inc. stockholder has sued the mobile advertising company in Delaware's Court of Chancery, accusing company leadership of overstating its 2022 fiscal year prospects by $335 million and its CEO of taking advantage of the situation by selling his stock at artificially inflated prices.
March 07, 2023
TPG Makes $1.22B Offer For Australian Funeral Services Co.

Australian funeral services provider InvoCare, advised by Clayton Utz, announced on Tuesday that it is assessing a roughly A$1.81 billion ($1.22 billion) takeover offer from U.S. private equity firm TPG Global.
March 07, 2023
Kinesic Capital Proposes Value Creation Plan To ON24 Board

Activist investor Kinesic Capital LLC on Tuesday sent a letter to the board of directors of San Francisco-based virtual communications company ON24, decrying the company's performance and highlighting a three-step value creation plan that it believes is in the "best long-term interest" of all shareholders.
March 07, 2023
Black Knight, Intercontinental Slash Deal Price To $11.7B

Intercontinental Exchange Inc. and Black Knight Inc. said Tuesday they adjusted the terms of their proposed merger in order to address a Federal Trade Commission probe, agreeing to lower the deal value from $16 billion to $11.7 billion as Black Knight sells one of its business units.

Editor's Picks

UK Enforcers Say Cargo Equipment Deal Raises Concerns

The planned merger of Finnish cargo handling equipment outfits Cargotec Corp. and Konecranes PLC faces increasing scrutiny across the globe, as U.K. enforcers raised concerns about competition for a number of different products for port services.

Expert Analysis

Justices Leave Questions Open On Dual-Purpose Atty Advice

The U.S. Supreme Court's recent dismissal of In re: Grand Jury on grounds that certiorari was improvidently granted leaves unresolved a circuit split over the proper test for deciding when attorney-client privilege protects a lawyer's advice that has multiple purposes, say Susan Combs and Richard Kiely at Holland & Hart.
New Policies And Programs Can Help Seal Smaller M&A Deals

As the so-called great wealth transfer creates opportunity in small and midsize business mergers and acquisitions, an array of new Small Business Administration rule updates and programs can help attorneys gain access to capital for their clients, including a certification program for veterans, say Kevin Henderson and Eric Pacifici at SMB Law Group.
Lessons In Chancery Toss Of Claims Against CoreLogic CEO

Attorneys at Fried Frank discuss key takeaways for boards, including justifications for accepting a lower takeover offer, following the Delaware Chancery Court's recent dismissal of claims that the ex-CEO of CoreLogic breached fiduciary duty during his $6 billion take-private sale of the company.
Steps Lawyers Can Take Following Involuntary Terminations

Though lawyers can struggle to recover from involuntary terminations, it's critical that they be able to step back, review any feedback given and look for opportunities for growth, say Jessica Hernandez at JLH Coaching & Consulting and Albert Tawil at Lateral Hub.
SPAC Tips For Retroactive Validation Of Shareholder Votes

The Delaware Chancery Court's recent Lordstown Motors decision illustrates how special purpose acquisition vehicles can seek retroactive validation of stockholder votes taken in contravention of Section 242 of the state's general corporation law, drawing on five crucial factors, say attorneys at Baker McKenzie.
High Court Ax Of Atty-Client Privilege Case Deepens Split

The U.S. Supreme Court's recent dismissal of In re: Grand Jury as improvidently granted maintains a three-way circuit split on the application of attorney-client privilege to multipurpose communications, although the justices have at least shown a desire to address it, say Trey Bourn and Thomas DiStanislao at Butler Snow.
A Lender's Guide To Going-Concern Qualifications

As high-profile companies fight a two-front war against rising interest rates and inflationary pressures, it is important for secured lenders to understand the implications of going-concern qualifications under applicable loan agreements, which may or may not result in an event of default, say attorneys at King & Spalding.
3 Job Satisfaction Questions For Partners Considering Moves

The post-pandemic rise in legal turnover may cause partners to ask themselves what they really want from their workplace, how they plan to grow their practice and when it's time to make a move, says Patrick Moya at Quaero Group.
Private Equity Should Beware The Antitrust Microscope

U.S. antitrust enforcers have trained their sights on private equity companies, and counsel should not assume that any transaction is too small to attract antitrust attention, and should evaluate potential risks, such as roll-up strategies and interlocking directorates, at the earliest stages, say David Kully and Kenneth Racowski of Holland & Knight.
4 Exercises To Quickly Build Trust On Legal Teams

High-performance legal teams can intentionally build trust through a rigorous approach, including open-ended conversations and personality assessments, to help attorneys bond fast, even if they are new to the firm or group, says Ben Sachs at the University of Virginia School of Law.
The US National Security Issues Shaping Investment Activity

The U.S. national security policy strategy is having a significant impact on capital markets and foreign investment in the U.S., contributing to an increasingly complex global investment environment in which it is harder for businesses to raise capital, say advisers at Kroll.
North Carolina Bill Could Significantly Chill Hospital Mergers

A recently introduced bill in the North Carolina Senate differs markedly from federal merger review procedures in several key areas, and would greatly increase scrutiny that could in turn discourage hospital merger activity in the state, says James Burns at Williams Mullen.
8 Steps To Improve The Perception Of In-House Legal Counsel

With the pandemic paving the way for a reputational shift in favor of in-house corporate legal teams, there are proactive steps that legal departments can take to fully rebrand themselves as strong allies and generators of value, says Allison Rosner at Major Lindsey.
Procedure Rule 7.1 Can Simplify Litigators' Diversity Analysis

A recent amendment to Federal Rule of Civil Procedure 7.1 will help trial courts determine whether the parties to a case are diverse, and may also allow litigators to more quickly determine whether they can remove certain cases to federal court, says Steve Shapiro at Schnader Harrison.
6 Considerations For Investors As Recession Looms

Many investments face distress amid declining economic returns and performance as we enter what many commentators think may be a looming recession, but there are key steps an investor can consider when storm clouds first appear, say Brian Hail and Rick Hyman at Crowell & Moring.