Skadden Handles Back-to-Back Hostile M&A Deals

Skadden recently advised acquirors on two hostile transactions in which deals were reached on successive days. On July 8, client EMC Corporation won its approximately $2.1 billion bid to acquire Data Domain, a manufacturer of deduplication storage systems. Skadden's work for EMC was featured in a July 9 "Dealmaker of the Week" column by Am Law Daily.

Skadden also represented Validus Holdings, Ltd. on July 9 in its successful $1.67 billion bid for reinsurer IPC Holdings, Ltd. Validus first made a formal offer to acquire IPC in late March, following IPC’s announcement that it had agreed to amalgamate with Bermuda reinsurer Max Capital Group Ltd. After IPC rebuffed Validus’ initial advances, Skadden developed and coordinated a multipronged strategy for Validus to acquire IPC. This included a “vote no” campaign against IPC’s proposed amalgamation with Max, a hostile exchange offer (which Validus commenced in mid-May), an unprecedented attempt to effect a scheme of arrangement through the Bermuda courts on an unsolicited basis and the requisitioning of a special meeting of IPC shareholders to remove and replace IPC's directors. Ultimately, IPC’s shareholders voted down IPC’s proposed amalgamation with Max on June 12. IPC began discussions with Validus regarding a potential consensual transaction shortly thereafter, culminating in the execution of a definitive amalgamation agreement on July 9.