佳利律师事务所代表多种国际及国内公司以及金融机构进行最大规模的兼并及收购交易以及史无前例、在全球范围内设定标准及先例的交易。本所在美国、欧洲、拉美及亚洲的国内并购交易中居于领先地位，而无与伦比的经验及融合的全球运作更增进了我们周密处理跨国交易的能力。本所大多数并购业务合伙人被权威性的外部评判机构及出版物（例如Chambers杂志及《美国律师》杂志）评为其执业领域内的领先律师。本所的美国、欧洲及亚洲团队深谙当地法律及商业惯例，对于处理各行业的标志性交易享有无可匹敌的全球性声誉。
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Oct 07, 2008
Cleary Gottlieb is representing BNP Paribas in its announced acquisition of Fortis' operations in Belgium and Luxembourg, as well as the international banking franchises, for a total consideration of €14.5 billion.
Following the acquisition by the government of the Netherlands of Fortis Bank Nederland (Holding) N.V., including Fortis' interest in ABN Amro Holding N.V. and the Dutch insurance activities, the State of Belgium will raise its stake in Fortis Bank SA/NV to 100%.
Under the terms of the transaction, BNP Paribas will then acquire from the Belgian State 75% of Fortis Bank SA/NV and 100% of Fortis Insurance Belgium, and acquire 16% of Fortis Banque Luxembourg from the Luxembourg State, taking its controlling interest in Fortis Banque Luxembourg to 67%. BNP Paribas will acquire its interest in Fortis' banking business in Belgium and Luxembourg for €9 billion paid in newly-issued BNP Paribas shares. Fortis Insurance Belgium will be acquired for a cash consideration of €5.5 billion. As a consequence, the Belgian and Luxembourg states will become shareholders of BNP Paribas, with stakes of 11.6% and 1.1% respectively, and Belgium will appoint two new members to join the BNP Paribas board.
Sep 22, 2008
Cleary Gottlieb represented Barclays in its agreement to acquire Lehman Brothers' North American investment banking and capital markets businesses.
Aug 26, 2008
Cleary Gottlieb represented Hewlett-Packard (“HP”), the computer industry giant, in its acquisition of Electronic Data Systems Corporation (“EDS”), a provider of business and technology solutions, including information-technology, applications and business process services, as well as information-technology transformation services. The EDS acquisition has an enterprise value of $13.9 billion. The deal was announced on May 13 and closed on August 26.
HP is a global provider to consumers, businesses and institutions of technology solutions, including IT infrastructure, computing, imaging and printing, with annual revenues totaling approximately $104.3 billion in 2007. Cleary Gottlieb previously represented HP in its 2007 acquisitions of Neoware and Opsware.
Jul 16, 2008
Cleary Gottlieb is currently representing Alpha Natural Resources in its $10 billion cash and stock merger with Cleveland-Cliffs Inc. The transaction, announced on July 16, 2008, is expected to close by year’s end after the receipt of shareholder approvals at both companies and regulatory clearances.
The combined company, which will be renamed Cliffs Natural Resources, will become one of the largest U.S. mining companies and be positioned as a leading diversified mining and natural resources company. Cliffs Natural Resources' mine portfolio will include nine iron ore facilities and more than 60 coal mines located across North America, South America and Australia. The company's significant position in both iron ore and metallurgical coal will make it a major supplier to the global steel industry, as well as provide a platform for further diversification both geographically and in terms of the mineral and resource products it sells.
Cleary Gottlieb has been advising Alpha on M&A, governance, capital markets, project finance and corporate finance matters since the summer of 2006.
Aug 11, 2008
Cleary Gottlieb represented LS Cable Ltd., a leading wire and cable manufacturer based in Korea, in its $1.2 billion acquisition of Superior Essex Inc., a Nasdaq-listed wire and cable manufacturer based in Atlanta, Georgia.
The transaction created the third largest wire and cable manufacturing company in the world, with pro forma consolidated 2007 revenues of $12.8 billion. This transaction represents the largest cross-border tender offer by a Korean company to date.
Jan 23, 2008
Cleary Gottlieb was counsel to Citigroup in its $12.5 billion private sale of convertible preferred stock. The offering includes a $6.88 billion investment from the Government of Singapore Investment Corporation, as well as investments from Capital Research Global Investors, Capital World Investors, the Kuwait Investment Authority, the New Jersey Division of Investment, HRH Prince Alwaleed bin Talal bin Abdulaziz Alsaud, and Sanford I Weill and The Weill Family Foundation. The offering was announced on January 15, 2008 and closed on January 23, 2008.
Citi also conducted a $3.17 billion public offering of newly issued convertible preferred stock, and a $3.72 billion offering of straight preferred stock. The firm acted as underwriters' counsel on the public offerings.
Sep 07, 2007
Cleary Gottlieb represented Spain’s BBVA (Banco Bilbao Vizcaya Argentaria SA) in its acquisition of Compass Bancshares for $9.1 billion in stock and cash.
Compass is based in Birmingham, Alabama, and has a major presence in much of the Sunbelt, particularly, Texas, Arizona and Florida.
Oct 01, 2007
Cleary Gottlieb is representing Citigroup Global Markets as financial advisor to Nokia in Nokia's acquisition of Navteq Corporation for $78 per share in cash. The deal, announced October 1, is valued at $8.1 billion.
Nokia is the world's largest mobile device manufacturer.
Navteq is a leading provider of digital map information for auto and mobile navigation devices, internet-based mapping applications and government and business solutions.
Jun 01, 2006
Cleary Gottlieb is representing long-time client Euronext NV in its proposed merger-of-equals with NYSE Group Inc. to create the first transatlantic securities exchange company. Shareholders of both companies will receive shares in a new Delaware holding company called NYSE Euronext that will be listed on both the New York Stock Exchange and Euronext Paris with a market capitalization of about €15 billion/ $20 billion. Euronext shareholders will receive about 41% of the shares of NYSE Euronext and will also receive about €2.4 billion in cash.
Management of the combined company would come equally from both parties. John Thain, NYSE CEO would be CEO of the new company, and Jean-Francois Théodore, Euronext CEO, would be Deputy CEO. The chairman of the Euronext Supervisory Board would become Chairman of the new company, with NYSE Group Chairman becoming Deputy Chairman. The Board will include 11 members from the NYSE Board and 9 members form Euronext. The balanced governance structure will be incorporated in the Bylaws, with changes to these provisions requiring a supermajority vote.
Sep 22, 2008
Cleary Gottlieb is representing Deutsche Postbank in Deutsche Post’s €2.79 billion sale of a 29.75% minority stake in Postbank to Deutsche Bank. The transaction is expected to close in the first quarter of 2009.
Deutsche Bank, which has 14 million clients in private and business banking (of whom 9.7 million are in Germany), and Postbank, which has 14.5 million clients in Germany, have also agreed to cooperate in several areas including the distribution of home finance and investment products.
With 14.2 million active domestic customers, approximately 21,000 employees and total assets of €229 billion, Deutsche Postbank is one of Germany’s major financial services providers.
Cleary Gottlieb has previously represented the Deutsche Postbank in several important transactions such as in its IPO in 2004, and its takeover of BHW Holding AG in 2005.
Americas M&A Deal of the Year
(Euronext's merger with NYSE)
International Financial Law Review (2007)
Cross-Border M&A Deal of the Year and M&A Deal of the Year
(Mittal’s acquisition of Arcelor)
Acquisitions Monthly, International Financial Law Review (2007)
Telecom Deal of the Year
(TPG & GS Capital Partners' acquisition of Alltel)
Investment Dealers Digest (2007)
Retail Deal of the Year
(Istithmar’s acquisition of Barneys New York)
Investment Dealers Digest (2007)
Best M&A Deal of the Year
(McDonald’s regional franchise sale)
Latin Lawyer (2007)
Cross-Border M&A Deal of the Year, M&A Deal of the Year and Hostile Takeover of the Year
(CVRD's acquisition of Inco)
LatinFinance, International Financial Law Review, PLC Cross-Border Quarterly, (2006)
Strongest U.S. firm in European M&A (volume, announced)
Legal Week (2007 Rankings)
African M&A Adviser of the Year
Acquisitions Monthly (2008)
#3 in Global M&A (value, announced)
Mergermarket (2007 Rankings, U.S.-based law firms)
#2 in Latin America M&A (value, announced)
Thomson Financial (2007 Rankings)
#1 in Benelux M&A (value, completed)
Thomson Financial (2007 Rankings, U.S.-based law firms)
#1 in Italian M&A (value, announced)
Thomson Financial (2007 Rankings, U.S.-based law firms)
#1 in German M&A (value, announced and completed)
Thomson Financial (2007 Rankings, U.S.-based law firms)
#5 in U.S. M&A (value, announced)
Thomson Financial (2007 Rankings)
“A ‘powerful presence’ in the M&A landscape, this excellent firm provides a ‘uniformly high-quality’ service to clients throughout the USA and beyond.”
Chambers Global (2008)
“‘Truly a pioneer in terms of its structure and global vision,’ Cleary Gottlieb is a name to be reckoned with on the international corporate scene.”
Chambers Global (2008)
“‘The thing about Cleary is that it is so very consistent - just fantastic.’ ... It is regarded as one of the premier stops for cross-border transactions.”
Chambers USA (2008)
“Possessed of wonderful ties in the financial world, this ‘top drawer’ firm ‘shimmers with quality,’ according to interviewees.”
Chambers USA (2008)
“Indeed, the firm prides itself on its ability to arrive at reasonable and proactive solutions in the deal room, as opposed to the more belligerent approach favored by other firms. This may explain the respect that the firm receives from the market: ‘they have some very good, credible partners’, confirms one client.”
The US Legal 500 (2008)
“Cleary Gottlieb Steen & Hamilton LLP offers ‘strong practical experience’ and ‘never disappoints.’”
The Legal 500 - UK (2008)
“‘There are no better M&A lawyers in the world,’ because they ‘really know the law’ and possess ‘great business judgment’ on cross-border transactions.”
Chambers USA (2007)
“Peers attest to this quality outfit’s ‘fantastic integration across its network - it is seamless.’”
Chambers Europe (2008)
“Bearing a ‘name that is worth gold’ ... Clients appreciate the group's culture, which they described as pragmatic and precise but also ‘absolutely human - they are never overly lawyerly.’”
Chambers (2006)
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