Cleary Gottlieb represents a diverse range of international and domestic companies and financial institutions in not only the largest mergers and acquisitions, but also many first-of-their-kind transactions that raise standards and set precedents in industries globally. We excel in domestic M&A transactions in the United States, Europe, Latin America and Asia, and our unparalleled experience and unified global practice heighten our ability to seamlessly handle cross-border transactions. Most of our M&A partners globally are rated as leaders in their field by authoritative external commentators and publications such as Chambers and The American Lawyer. Our teams in the United States, Europe and Asia have deep knowledge of local law and business custom and a peerless global reputation for handling headline transactions across the full array of industries.
We regularly advise companies and their boards on making acquisitions, merging, being acquired or fending off hostile takeovers. Cleary Gottlieb lawyers bring an understanding and appreciation for our clients’ business needs to every deal, and the firm measures its success on our ability to meet and exceed those needs. Our M&A team draws on the full resources of the firm as needed in a given transaction, coordinating efforts with our leading corporate, securities, finance, antitrust, tax, executive compensation and benefits lawyers.
Our landmark engagements include representing:
- Many of the largest financial institutions worldwide in their mergers and acquisitions.
- Several of the most respected leveraged-buyout/private-equity firms in their acquisitions and investments.
- Boards of directors and special committees of major corporations in change of control, going private, and conflict M&A transactions.
- Several large technology companies in numerous acquisitions.
- The acquiror in the first-ever foreign acquisition of an Italian bank.
- A party in two of the top five largest public takeover transactions in Germany since the introduction of the German Takeover Act in 2002.
- A party in the largest-ever foreign investment in a Chinese company.
- The acquiror in a groundbreaking negotiated tender offer under the SEC’s new M&A rules.
- Parties in the largest transactions in the advertising/marketing/public relations sector.
- The first successful acquiror in a “hostile” tender offer that had triggered Delaware’s anti-takeover statute.
- Parties in some of the largest domestic and international joint ventures.
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May 27, 2013
Cleary Gottlieb is representing Warburg Pincus and Bausch + Lomb in the all-cash $8.7 billion acquisition of Bausch + Lomb by Valeant Pharmaceuticals International. The deal was announced on May 27. The transaction is expected to close in the third quarter and is subject to customary closing conditions and regulatory approvals.
Bausch + Lomb is a leading global eye health company that is solely focused on protecting, enhancing, and restoring people's eyesight. Its core businesses include ophthalmic pharmaceuticals, contact lenses and lens care products, and ophthalmic surgical devices and instruments. It globally develops, manufactures and markets one of the most comprehensive product portfolios in the eye health industry, which are available in more than 100 countries. Founded in 1853, the company is headquartered in Rochester, NY, and employs more than 11,000 people worldwide.
Valeant is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, neurology and branded generics.
Jun 11, 2013
Cleary Gottlieb acted as lead counsel to Google in its acquisition of Waze, which closed today.
Cleary Gottlieb has a long history of representing clients in high profile deals in Israel across a range of practice areas, including M&A, private equity, intellectual property and capital markets. Most recently, the firm advised Citi Venture Capital International in its acquisition of Ness Technologies and Stanley Black & Decker in its acquisition of AeroScout. The firm has also been underwriters counsel and counsel to the initial purchasers in a series of securities offerings by Teva Pharmaceutical Industries Limited over the past decade.
Cleary Gottlieb has represented Google on a number of acquisitions, including Motorola Mobility, Wildfire, AdMob, Admeld and ITA Software.
May 14, 2013
Cleary Gottlieb is representing Itaú Unibanco, Latin America’s largest bank by market value, in the acquisition of Citigroup’s Brazilian consumer finance business (including its credit card business) for 2.77 billion reais ($1.37 billion). The deal signed and was announced after market close on Tuesday, May 14, 2013.
May 22, 2012
Cleary Gottlieb represented Google in its acquisition of Motorola Mobility. The purchase includes Motorola’s 17,000 patents and marks Google’s largest-ever acquisition. The deal closed on May 22 following approval by antitrust authorities. Cleary Gottlieb advised on the M&A, U.S. and EU antitrust, intellectual property, employee benefits and executive compensation, litigation, tax, securities law, real estate and environmental, and general corporate aspects of the deal.
Dec 19, 2012
Cleary Gottlieb is representing Google in the sale of its Motorola Home Business, which makes cable set-top boxes, among other items, to ARRIS Group, a cable equipment manufacturer. The transaction, valued at approximately $2.35 billion, was announced December 19 and is expected to close in the second quarter of 2013. Upon closing of the transaction, Google will receive cash and newly issued ARRIS shares.
Apr 15, 2013
Cleary Gottlieb is representing the Board of Directors and Special Committee of National Financial Partners Corp. in the acquisition of NFP by affiliates of Madison Dearborn Partners. The all-cash merger, which was announced on April 15 and is expected to close in the third quarter, has an equity value of approximately $1.3 billion, including the value of NFP’s convertible notes.
NFP and its benefits, insurance and wealth management businesses provide diversified advisory and brokerage services to companies and high net worth individuals, partnering with them to preserve their assets and prosper over the long term. NFP advisors provide innovative and comprehensive solutions, backed by NFP’s national scale and resources.
Feb 16, 2012
Cleary Gottlieb represented Sony on its acquisition of Ericsson’s 50 percent stake in Sony Ericsson Mobile Communications AB, making the mobile handset business a wholly-owned subsidiary of Sony.
The transaction will provide Sony with a broad IP cross-licensing agreement and ownership of five essential patent families and will give Sony an opportunity to rapidly integrate smartphones into its broad array of network-connected consumer electronics devices.
Apr 22, 2013
Cleary Gottlieb is representing ABB, a Swiss industrial engineering company, in ABB’s ongoing acquisition of Power-One for approximately $1 billion in cash. ABB is headquartered in Zurich, Switzerland, and is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. Power-One is a provider of power conversion and power management solutions, in particular for the renewable energy sector. The deal was announced on April 22 and is expected to close in the second half of this year.
Jan 31, 2013
Cleary Gottlieb is representing Scientific Games, a supplier of lottery systems and instant tickets, in connection with SG’s acquisition of WMS Industries, a designer, manufacturer and distributor of reel-spinning and video gaming devices, for $1.5 billion in cash. The deal was announced on January 31.
The transaction is the largest deal in leisure and recreational products in almost two years, creating a global supplier of lottery equipment and slot machines. The acquisition is expected to be completed by the end of this year and produce annual savings of about $90 million.
Nov 20, 2012
Cleary Gottlieb represented Dollar Thrifty Automotive Group in its acquisition by Hertz Global Holdings. The transaction received antitrust clearance by the U.S. Federal Trade Commission (FTC) on November 15 and the deal closed on November 20. This transaction involved multiple competing bids by Hertz and Avis over 30 months and was closely scrutinized by the FTC.
The combination of Hertz and Dollar Thrifty will create a global, multi-brand rental car leader offering customers a full range of rental options through its strong premium and value brands. Cleary Gottlieb advised Dollar Thrifty on all aspects of the transaction including the M&A, antitrust, employee benefits, litigation, tax, securities, structured finance, intellectual property, and general corporate aspects of the deal.
Mar 11, 2013
Cleary Gottlieb represented Ivanhoé Cambridge in a €1 billion joint investment with Blackstone in debt secured by Gecina shares. On March 11, 2013, Ivanhoé Cambridge and Blackstone entered into limited partnership agreements in relation to a joint investment through various Canadian and Luxembourg entities in (i) the debt of certain Gecina shareholders secured by pledges over their Gecina shares and (ii) Gecina shares.
Ivanhoé Cambridge and Blackstone have already invested approximately €1 billion in such debt through this investment structure (as of March 11, 2013). In particular, they now hold more than 60% of the debt (secured by Gecina shares) of Alteco Gestión y Promoción de Marcas and Mag-Import, two of the three largest Gecina shareholders, which are both currently in insolvency proceedings in Spain.
Gecina is a French real estate investment company (so-called “SIIC”) listed on Euronext Paris, and one of the leading French real estate groups. It owns, manages and develops property holdings worth €11 billion as of December 31, 2012.
Ivanhoé Cambridge is a Canadian real estate subsidiary of “Caisse de dépôt et placement du Québec” (one of Canada's leading institutional fund managers) and operates in real estate investment, development, asset management and building operations. It holds assets in more than 20 countries worth more than Cdn$30 billion as of December 31, 2011.
Blackstone is one of the world’s leading investment and advisory firms. Its businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-focused funds and closed-end funds, as well as various financial advisory services.
May 17, 2012
Cleary Gottlieb is representing Agilent Technologies, Inc. in its $2.2 billion acquisition of Danish cancer diagnostics company Dako A/S from EQT, the Sweden-based private equity group.
The transaction, which was announced on May 17 and is Agilent's largest ever acquisition, is expected to close within 60 days pending regulatory clearances.
Agilent is the world's premier measurement company and a technology leader in chemical analyses, life sciences, electronics and communication. Dako is a global leader in tissue-based cancer diagnostics, providing know-how, reagents, instruments and software to hospitals and research laboratories in more than 100 countries worldwide. Agilent's strategy in acquiring Dako is to strengthen its presence in life sciences while combining with a complementary company to produce revenue synergies.
Jan 22, 2013
Cleary Gottlieb is representing Atlantic Tele-Network in the sale of its domestic retail wireless business operating under the Alltel name in Georgia, North Carolina, South Carolina, Illinois, Ohio and Idaho to AT&T for $780 million in cash. The transaction was announced on January 22 and is subject to a number of customary conditions, including HSR and FCC clearance. It is expected to close in the second half of 2013.
ATN is a telecommunications service provider to rural, niche and other under-served markets. The regional retail wireless business was acquired from Verizon in 2010, as part of divestitures Verizon was required by regulators to make in connection with its acquisition of Alltel.
Jul 16, 2012
Cleary Gottlieb represented GlaxoSmithKline in connection with its unsolicited tender offer to acquire Human Genome Sciences and the subsequent negotiated acquisition of HGS for approximately $3.6 billion on an equity basis.
GSK is one of the world's leading research-based pharmaceutical and healthcare companies and is committed to improving the quality of human life by enabling people to do more, feel better and live longer. HGS is a biopharmaceutical company that exists to place new therapies into the hands of those battling serious disease.
Apr 26, 2012
Cleary Gottlieb represented Asahi Kasei Corporation in its acquisition through a cash tender offer all of the outstanding common stock of Massachusetts-based ZOLL Medical Corporation, a manufacturer of resuscitation and critical care devices and related software solutions, for $93 per share. The transaction, which is valued at approximately $2.21 billion, was announced on March 12 and closed on April 26.
Asahi Kasei has identified health care as a key strategic sector that will power a new phase of growth for the group, and believes that the acquisition represents a significant milestone in fulfilling its core vision for the health care sector: improving patient quality of life through the creation of innovative technologies and devices for critical care. The acquisition extends the development of Asahi Kasei's “Health Care for Tomorrow” project, a key focus of which is the resuscitation and critical care sector, an area where ZOLL is already a market leader in the United States and has a strong international market presence.
Apr 03, 2012
Cleary Gottlieb is representing Biomet in connection with its offer to acquire the global trauma business of DePuy Orthopaedics, Inc., a Johnson & Johnson company, for approximately $280 million. The transaction was announced on April 3.
Biomet is an Indiana-based company and a global leader in the manufacture of musculoskeletal medial products.
Feb 01, 2013
Cleary Gottlieb is representing Goldman Sachs as financial advisor to Banco Bilbao Vizcaya Argentaria (BBVA), in connection with the sale to MetLife of BBVA’s interest in Administradora de Fondos de Pensiones Provida (Provida), the largest private pension fund administrator in Chile. Under the terms of the agreement, MetLife will conduct a public cash tender offer for all of the outstanding shares of Provida, and BBVA has agreed to transfer its 64.3% stake to MetLife for approximately $1.29 billion. The transaction was announced on February 1 and is expected to close during the third quarter of 2013, subject to the receipt of Chilean regulatory approvals.
BBVA is a multinational Spanish banking group.
MetLife is one of the world’s largest providers of insurance, annuities and employee benefit programs.
Apr 30, 2013
SuperMedia and Dex One completed their merger and emerged from chapter 11 bankruptcy protection on April 30 after a Delaware Bankruptcy Court approved their twin, prepackaged bankruptcy plans. The new company, Dex Media, will be one of the largest national providers of social, local and mobile marketing solutions through direct relationships with local businesses. The common stock of Dex Media began trading May 1, 2013 on the NASDAQ stock exchange under the symbol: DXM.
Cleary Gottlieb represented SuperMedia in filing a prepackaged chapter 11 proceeding on March 18, 2013 to effectuate its merger with Dex One Corporation, which also filed a prepackaged chapter 11 case on the same day. The prepackaged plans had the overwhelming support of each companies' secured lenders and stockholders.
The proposed merger was first announced in August 2012, and required certain amendments to SuperMedia and Dex One’s loan agreements. Outside of a court process, these amendments required consent of each lender under the affected loan agreements, but under bankruptcy law, the amendments could be approved with the consent of only one-half of lenders holding two-thirds in amount of the loans under the affected loan agreements. Although SuperMedia did not obtain the consent of every lender, it did obtain acceptance of its prepackaged plan by lenders holding more than 91 percent of the outstanding loans.
Prior to filing the chapter 11 proceeding, SuperMedia also solicited its stockholders for approval of the prepackaged plan. Under the prepackaged plan, stockholders received the same treatment they would receive if the merger had been consummated outside of bankruptcy. Of the SuperMedia stock that voted, over 99 percent voted to accept SuperMedia's prepackaged plan. SuperMedia stockholders now hold approximately 40 percent of the stock of the combined company, Dex Media, and Dex One stockholders hold the remaining shares.
Dex One’s lenders and stockholders also voted to accept Dex One’s prepackaged plan. Under the prepackaged plans, unsecured creditors of SuperMedia and Dex One are unimpaired and entitled to full payment of their allowed claims.
Aug 10, 2012
Cleary Gottlieb is representing Bank of America Merrill Lynch in the sale of its non-U.S. wealth management business to Julius Baer Group Ltd. The sale and purchase agreement was executed on August 10. The transaction is subject to regulatory and other approvals and is expected to close in stages starting in the fourth quarter of 2012 or in early 2013.
BAML’s non-U.S. wealth management business is a global business, with over 2,000 employees and approximately $84 billion of assets under management as of the end of June. The transaction will be effected through a combination of share sales and asset sales across over twenty jurisdictions. The consideration for the transaction will depend on assets under management that are transferred to Julius Baer. Up to $250 million of such consideration will be in the form of shares of Julius Baer, with the remainder being paid in cash. In conjunction with the sale, BAML and Julius Baer will also enter into a cooperation agreement whereby BAML will provide certain products and services to Julius Baer and BAML and Julius Baer will refer clients to each other.
Sep 30, 2011
Cleary Gottlieb is representing Family Dollar Stores in its entry into an agreement pursuant to which Trian is withdrawing its unsolicited $7.7 billion takeover proposal and accepting standstill restrictions in exchange for Family Dollar's agreement to have a designee of Trian serve on the board of directors for the next two fiscal years. Following the announcement of Trian's unsolicited proposal earlier this year, Cleary Gottlieb has been advising the board of directors of Family Dollar on the adoption of a stockholder rights plan and its decision to reject Trian's proposal.
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