Mergers and Acquisitions

We recognize that every transaction, regardless of size, is important to our clients. While we advise many of the world’s largest companies, investment banks and other regular participants in the M&A market — often on their most high-profile transactions — Skadden also represents numerous smaller clients that are not regularly engaged in M&A transactions. Our lawyers strive to bring the same practical approach, creativity and commitment to excellence to each matter in which we are engaged.

A critical element in almost every M&A situation is the need for sophisticated and coordinated real-time legal advice. Skadden’s merger and acquisition practice is geared toward providing our clients with this type of service. We have one of the largest, most experienced teams of transactional lawyers among the world’s top law firms, lawyers who have been “there at the inception” of key structural and tactical developments in the M&A arena.

Skadden lawyers handle the full spectrum of negotiated and contested situations, including:

• Advance preparation for prospective targets
• Asset sales and purchases
• Corporate governance advice
• General corporate counseling
• Joint ventures
• Leveraged buyouts
• Private equity
• Proxy contests
• Recapitalizations
• Spin-offs/Split-offs
• Stock sales and purchases
• Strategic mergers
• Tender offers

Skadden is well-known for its representation of bidders, targets, boards of directors, shareholders and financial advisors in unsolicited (“hostile”) transactions and contests for corporate control, including in connection with tender offers and proxy fights. Skadden has been involved in contested takeovers and proxy contests since the firm’s earliest years, and we are recognized as a leader in the area. Over the last several decades and through the present we have represented principals in many of the most notable corporate fights around the world.

Our attorneys regularly counsel companies in connection with corporate governance, takeover preparedness and other corporate matters that do not involve pending mergers and acquisitions. We provide advice in a broad range of areas, including directors’ duties and responsibilities, board and committee structures, corporate preparedness and contingency planning, “anti-takeover” charter and by-law provisions and rights plans, and director indemnification, severance and change-in-control compensation arrangements.

From our global platform to the broad range of practices we collaborate with on a deal, our team is well-equipped to handle some of the most challenging transactions from start to finish.

Geographic Reach

Our long-standing experience in handling complex, cross-border mergers and acquisitions and our global network of offices give Skadden a distinct advantage in serving our clients on international transactions. We are able to assemble teams from 22 offices around the world to provide appropriate subject matter advice and geographical coverage for the most complicated cross-jurisdictional transactions.

Practice Platform

The broad diversification of the firm’s work in more than 50 practice areas enables us to provide our clients with coordinated legal advice in multiple areas of the law, including areas critical to successfully completing M&A matters, such as:

• Antitrust/Competition
• Banking
• CFIUS/National Security Regulation
• Corporate Restructuring
• Energy and Infrastructure Projects
• Environmental
• Executive Compensation and Benefits
• Intellectual Property and Technology
• International Trade
• Labor and Employment Law
• Litigation
• Mass Torts Litigation
• Media and Entertainment
• Real Estate
• Securities Litigation
• Tax

Broad Industry Experience

Because of the scope of our global M&A practice, our attorneys bring considerable knowledge of specific laws and regulations that govern various industries including:

• Airlines/Transportation
• Banking
• Chemicals
• Consumer
• Defense/aerospace
• Energy
• Entertainment/Media
• Financial Services
• Forest Products
• Health Care/Pharmaceuticals
• Industrials
• Insurance
• Leisure and Gaming
• Real Estate
• Retail
• Technology
• Telecommunications
• Utilities

• Array BioPharma Inc. on its acquisition by Pfizer Inc. for a total enterprise value of approximately $11.4 billion;
• Brookfield Asset Management Inc., one of the world’s biggest commercial real estate owners, in its $11.4 billion acquisition of Forest City Realty Trust Inc. by a Brookfield real estate investment fund;
• Caesars Entertainment Corporation in its acquisition by Eldorado Resorts, Inc. for total consideration of approximately $17.3 billion;
• Centene Corporation in its acquisition of WellCare Health Plans, Inc. for a total enterprise value of $17.3 billion;
• Cinépolis, the second largest cinema operator in the world, in its three-party joint venture (JV) with the Al Hokair Group, a leading hospitality and entertainment operator in Saudi Arabia, and Dubai-based Al Tayer Group, one of the
• Middle East’s leading luxury and lifestyle retailers, aimed at developing movie theaters in 15 major cities across Saudi Arabia;
• CME Group in its $5.5 billion acquisition of NEX Group plc (United Kingdom). This was the third-largest deal by value in the U.K. in 2018 and CME’s largest acquisition since 2008, when Skadden represented them in acquiring the N.Y. Mercantile Exchange for $10 billion;
• A consortium led by David Gao, the former chairman and CEO of China Biologic Products Holdings, and including GL Capital Group (China), Bank of China Group Investment Limited (Hong Kong) and CDH Investments (China), in its proposed $3.9 billion going-private acquisition of China Biologic Products Holdings;
• Express Scripts Holding Company, the largest administrator of prescription drug benefits in the U.S., in its $67 billion acquisition by Cigna Corporation, the second biggest deal in 2018;
• Juno Therapeutics, Inc. in its $9 billion acquisition by Celgene Corporation;
• Keurig Green Mountain, Inc. in its acquisition of Dr Pepper Snapple Group, Inc., creating the combined company Keurig Dr Pepper. Citing Dealogic, The Wall Street Journal stated the transaction was, “the biggest non-alcoholic drink deal on record”;
• Intel Corporation in its $15.3 billion acquisition of Mobileye N.V. The acquisition is the largest-ever inbound M&A deal into Israel and the largest-ever transaction involving an Israeli technology company;
• Internet Plus Holdings Limited, a holding company created by Meituan and Dianping, in its $3.7 billion acquisition of Beijing Mobike Technology, which was named TMT Deal of the Year at the China Law & Practice 2018 Awards;
• Red Hat, Inc. on its acquisition by IBM in an all-cash transaction valued at approximately $34 billion;
• SIGNA Holding GmbH (Austria) in its proposed, unsolicited $3.5 billion acquisition of the German business of Hudson’s Bay Company (Canada);
• PayPal Holdings, Inc. in its $2.2 billion acquisition of iZettle AB (Sweden);
• Twenty-First Century Fox in its $71.3 billion acquisition by the Walt Disney Company and the related pre-merger spin-off of certain news, sports and broadcast businesses and in the competing unsolicited $65 billion acquisition proposal by Comcast Corporation, as well as in the subsequent sale of its $15 billion stake in Sky plc to Comcast Corporation;
• Vantiv, Inc. in its $10.4 billion acquisition of Worldpay Group plc, Britain’s largest payment processor;
• WABCO Holdings Inc. on its acquisition by ZF Friedrichshafen AG, whereby ZF will acquire WABCO in an all-cash transaction valued at over $7 billion. This has been the largest automotive transaction announced in 2019;
• Wes Edens, founder of Fortress Investment Group LLC and owner of the Milwaukee Bucks, in his joint investment with Nassef Sawiris in Aston Villa Football Club Limited (United Kingdom);
• Worldpay, Inc. in connection with its merger with Fidelity National Information Services, Inc. The transaction values Worldpay at an enterprise value of $43 billion;
• XL Group Ltd in its $15.3 billion all-cash acquisition by AXA SA; and
• Zayo Group Holdings, Inc. on its $14.3 billion acquisition by affiliates of Digital Colony Partners and the EQT Infrastructure IV fund.