Davis Polk & Wardwell advised Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc. and Goldman, Sachs & Co. as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $500 million principal amount of 7.375% notes due 2014 guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately £23 billion, Diageo is the world’s leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker Scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B Scotch whisky, Tanqueray gin and Guinness Stout.
The Davis Polk corporate team included partner David M. Wells and associates John B. Meade and Gerard H. Kelly (admission pending) of the London office. Partner John D. Paton and associate Nora Newton Muller of the London office and Paris office, respectively, provided tax advice.
Davis Polk & Wardwell is advising Banco Santander, S.A. in connection with an underwritten rights offering of 1,598,811,880 ordinary shares. The offering is expected to raise gross proceeds of approximately €7.2 billion or US$9.0 billion. Merrill Lynch, Banc of America Securities and Santander Investment are the joint global coordinators and bookrunners.
Headquartered in Madrid, Banco Santander and its consolidated subsidiaries are a group of banking and financial companies that operate through a network of offices and subsidiaries across Spain and other European (including the United Kingdom, Austria, the Czech Republic, Germany, Hungary, Italy, Portugal and Norway) and Latin American countries. As of September 30, 2008, Banco Santander was the largest banking group in the euro zone by market capitalization.
The Davis Polk corporate team includes partners Nicholas A. Kronfeld and Maurice Blanco and associates Roman Ajzen, Wendi Hoeben, Shih-Jern Liang, Kenneth Charles Piercy and Sarah L. DeBergalis of the New York office, Paolo Cioppa, Jake S. Tyshow and Ester Del Valle Izquierdo of the Madrid office and Chin W. Lee of the London office. Partner Nora M. Jordan and associate Rachel Strum of the New York office are providing 1940 Act advice. Partner Michael Mollerus and associate Joshua Ruland of the New York office are providing tax advice. Ines Velasco and Luis C. Martos of the New York office are the legal assistants for the transaction.
Davis Polk &Wardwell advised Philip Morris International Inc. on the intellectual property issues related to its investment of CAD$15.975 million in Medicago, Inc., a Canadian publicly traded biotechnology company focused on the development, production and commercialization of protein-based vaccines and biopharmaceuticals.
The investment consisted of a subscription by Philip Morris Participations B.V., a wholly owned indirect subsidiary of PMI, for 45,000,000 units of Medicago at a price per unit of CAD$0.355 by way of private placement. The 45,000,000 common shares comprised in the units acquired by PMP represent 49.8% of the issued and outstanding common shares of Medicago calculated on a non-fully-diluted basis.
As part of the private placement, Medicago and PMI entered into a research and license agreement granting Philip Morris Products, S.A., a subsidiary of PMI, a license to the IP developed under a joint pandemic and seasonal influenza research program. The parties also entered into a master research services agreement under which Medicago can conduct further tobacco plant-related research on behalf of Philip Morris Products.
The Davis Polk team consisted of partner Steven S. Weiner and associate Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales), both of the Menlo Park office.
Davis Polk & Wardwell advised Compaña de Telecomunicaciones de Chile S.A. (CTC) in connection with the tender offer by Inversiones Telefónica Internacional Holding Limitada to purchase all of the outstanding shares of CTC not held by its affiliates. CTC, together with its subsidiaries, provides a variety of telecommunications services to companies and individuals in Chile. The acquisition is valued at approximately $868 million.
The Davis Polk corporate team included partner Nicholas A. Kronfeld and associates Vijay J. Shroff, Roman Ajzen and Chee-Kwan Kim, all of the New York office.
Davis Polk & Wardwell is advising PCCW Limited on a possible privatization proposal by way of a scheme of arrangement to be made jointly by Starvest and China Netcom.
PCCW is the leading provider of local and international telecommunications services in Hong Kong. PCCW ’s ordinary shares are listed on The Stock Exchange of Hong Kong Limited.
Starvest is a wholly owned subsidiary of Pacific Century Regional Developments Limited (PCRD), which currently holds approximately 22.54% of the issued share capital of PCCW. Based in Singapore, PCRD is controlled by Richard Li and is engaged in the holding of investments and development of infrastructure and properties. China Netcom currently holds approximately 19.84% of the issued share capital of PCCW and is a wholly owned subsidiary of China Network Communications Group Corporation (CNC). CNC is a leading telecommunications company in the PRC.
The Davis Polk corporate team includes partners William F. Barron and Mark J. Lehmkuhler and associate Shaoyun (Anna) Xu. All members of the Davis Polk team are based in the Hong Kong office.
Davis Polk & Wardwell advised Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc. and Goldman, Sachs & Co. as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $1 billion principal amount of 7.375% notes due 2014 guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately £22 billion, Diageo is the world's leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B scotch whisky, Tanqueray gin and Guinness stout.
The Davis Polk corporate team included partner David M. Wells and associates John B. Meade, Gerard H. Kelly (admission pending) and Radoslaw Michalak of the London office. Partner John D. Paton and associate Nora Newton Muller of the London office and Paris office respectively provided tax advice.
Davis Polk & Wardwell is advising Banco Santander, S.A. on its acquisition of Sovereign Bancorp, Inc., the parent company of Sovereign Bank. Santander currently owns 24.35% of Sovereign's outstanding shares.
Under the terms of the definitive transaction agreement, Sovereign shareholders will receive 0.2924 Banco Santander American Depository Shares (ADSs) for every 1 share of Sovereign common stock they own (or 1 Banco Santander ADS for 3.42 Sovereign shares). Based on the closing stock price for Santander ADSs on Friday, October 10, 2008, the transaction has an aggregate value of approximately US$1.9 billion, or US$3.81 per Sovereign share. The transaction is subject to customary closing conditions, including necessary bank regulatory approvals in the US and Spain and approval by both companies’ shareholders.
The Davis Polk corporate team includes partners Diane G. Kerr and Joseph Rinaldi and associates Aly El Hamamsy, Ashleigh S. Kyle, Scott D. Mitnick, David L. Portilla, Kyle M. Vaughn, Melissa Glass (not yet admitted), John Naughton and Phoebe Nel (not yet admitted). Partner Arthur S. Long and associate Sonia L.R. Garner are providing financial regulatory advice. Partner Edmond T. FitzGerald and associates Ron M. Aizen and Gillian Emmett Moldowan are providing employee benefits advice. Partner Michael Mollerus and associate Joshua Ruland are providing tax advice. Counsel Susan D. Kennedy and associate Lucie E. Shin are providing real estate advice. Partner Gail A. Flesher is providing environmental advice. Austin D. Brown is the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised underwriters represented by Credit Suisse Securities (Europe) Limited, HSBC Securities (USA) Inc., Merrill Lynch International and RBC Capital Markets Corporation in connection with the offering of $1 billion aggregate principal amount of 2.625% United States dollar bonds due 2011, issued by Export Development Canada.
During 2008, Davis Polk has advised underwriters in connection with the offering of $4.25 billion in global bonds issued by Export Development Canada, including the $1 billion issued today.
Export Development Canada, a crown corporation of Canada, provides financing, insurance and bonding solutions to Canadian companies that export goods and services or invest in other countries. The bonds carry the full faith and credit of Canada.
The Davis Polk team included partner Alan Dean and associate Jean Weng. Partner Michael Farber and associate Kevin J. Brogan provided tax advice. Gwendolyn P. Ranada was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Merrill Lynch as financial adviser to Advanced Micro Devices (AMD) on the creation, together with the Advanced Technology Investment Company (ATIC) of Abu Dhabi, of a US-headquartered, leading-edge semiconductor manufacturing company, to be temporarily called “The Foundry Company.” At the same time, the Mubadala Development Company intends to increase its current investment in AMD to 19.3% on a fully diluted basis.
Based in Sunnyvale, California, AMD is a leading global provider of innovative microprocessor solutions for computing, communications and consumer electronics markets. ATIC is an investment company formed by the government of Abu Dhabi to invest in advanced technology opportunities. Mubadala Development Company is a sovereign wealth fund of the Government of Abu Dhabi specializing in acquisitions.
The Davis Polk corporate team includes partner Alan F. Denenberg of the Menlo Park office.
Davis Polk & Wardwell advised Novo Nordisk A/S on a swap of product rights with Innate Pharma SA. Under the terms of the agreement, Innate Pharma has been granted development and commercialization rights to NN1975/IPH 2101, a monoclonal antibody targeting inhibitory receptors (KIR) on natural killer cells, with a novel mechanism of action, which is currently in two phase 1 clinical trials in haematological cancers. Novo Nordisk has been granted exclusive rights to NN8555/IPH 2301, a monoclonal antibody targeting natural killer cells and certain T cells, with a novel mechanism of action, which is currently in preclinical research within the area of inflammation. In addition, Novo Nordisk will receive upfront and milestone payments, and royalties on future sales of IPH 2101.
Novo Nordisk is a health care company and a world leader in diabetes care. In addition, Novo Nordisk has a leading position within areas such as haemostasis management, growth hormone therapy and hormone replacement therapy. With headquarters in Denmark, Novo Nordisk employs approximately 26,550 employees in 80 countries and markets its products in 179 countries. In January 2008, Novo Nordisk communicated its decision to exit the oncology area and increase its activities within inflammation.
The Davis Polk corporate team included partner Thomas J. Reid and associates John B. Meade, Beth Hooton Ruiz and Nghiem Nguyen, all of the London office. Intellectual property advice was provided by partner Frank J. Azzopardi and associate Stefan Quick, both of the New York office.
Davis Polk & Wardwell advised Goldman Sachs International, J.P. Morgan Securities Ltd. and UBS Limited as representatives of the underwriters on an SEC-registered offering on Schedule B by Oesterreichische Kontrollbank Aktiengesellschaft (OeKB) of $1.75 billion 3.125% notes due 2011. The notes are guaranteed by the Republic of Austria. OeKB serves as Austria's central bank for providing export financing.
The Davis Polk corporate team included partner Patrick S. Kenadjian and counsel George Hacket of the Frankfurt office. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Shanda Interactive Entertainment Limited on its Rule 144A offering of $175 million aggregate principal amount of 2.0% convertible senior notes due 2011. Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities Ltd. were initial purchasers of the notes. In connection with the offering, Shanda also entered into a $175 million accelerated share repurchase agreement with Goldman, Sachs & Co.
Shanda is a leading interactive entertainment media company and one of the largest operators of online games in China. Shanda’s ADSs are listed on the Nasdaq Global Select Market.
The Davis Polk corporate team includes partner James C. Lin, associates Zhan Chen, Alan Fu, Miranda So and Li Han and foreign temporary associate Hao Bian (admitted in China) of the Hong Kong office. Partners John M. Brandow and Mark M. Mendez and associates Posit Laohaphan and Lin Jacobsen of the New York office provided equity derivatives advice. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Ka Ying (Candice) Ng of the Hong Kong office and Wen (Wendy) Ye of the Beijing office were the legal assistants for the transaction.
Davis Polk & Wardwell is advising Ayala Corporation in connection with a definitive agreement by which affiliates of Ayala Corporation and Providence Equity Partners will commence a tender offer in the Philippines and the United States to acquire up to all of the outstanding shares of eTelecare Global Solutions common shares and up to all of the outstanding eTelecare American Depositary Shares for US$9.00 per share in cash. The offer price represents an approximate 76% premium over the company's closing price on Nasdaq on September 18, 2008. The total transaction value is approximately US$290 million.
eTelecare Global Solutions is a Philippine provider of business-process outsourcing focusing on the complex, voice- and non-voice-based segment of customer-care services through delivery centers in the Philippines, North America and Latin America. Ayala Corporation, also based in the Philippines, is the holding company of one of the largest and most diversified business groups in the Philippines with interests that include real estate, financial services, telecommunications, electronics and information technology. Headquartered in Providence, Rhode Island, Providence Equity Partners is a global private equity firm specializing in equity investments in media, entertainment, communications and information companies around the world.
The Davis Polk corporate team includes partners John K. Knight and Luigi L. De Ghenghi and associates Paul Denley Hodgdon, Nadine M. Arendt and Amy T. Alter (not yet admitted), all of the New York office.
Davis Polk & Wardwell is advising Novo Nordisk A/S (Novo) on its acquisition of intellectual property rights and other assets from Neose Technologies, Inc. (Neose), including substantially all of Neose’s intellectual property relating to the discovery, research, development and commercialization of compounds and products for use in the prevention or treatment of acquired or hereditary hemorrhagic disorders. Novo is currently party to three agreements with Neose under which Neose licenses its intellectual property rights to develop and commercialize next-generation versions of recombinant Factors VIIa, VIII and IX. Concurrently, Neose agreed to sell to BioGeneriX AG (BGX), also its existing collaborative partner, certain other intellectual property rights of Neose it owns.
Assuming completion of the asset purchases by Novo and BGX, Novo and BGX will enter into agreements under which Novo will license or sublicense to BGX certain intellectual property acquired by Novo from Neose pursuant to the Novo asset purchase.
Consummation of the Novo asset purchase is subject to customary closing conditions, including approval by Neose’s stockholders and closing of the BGX asset purchase, and is the initial step in a contemplated liquidation of Neose.
The Davis Polk corporate team includes partners Thomas J. Reid and Jeffrey R. O’Brien and associate Sapna Dutta. Partner Frank J. Azzopardi and associate Stefan Quick are providing intellectual property advice. Partner Gail A. Flesher and associate Elisabeth Hanratty are providing environmental law advice. Partner Harry Ballan and associate Raymond J. Holst are providing tax advice. Partner Amelia T.R. Starr is providing litigation advice. All members of the Davis Polk team are based in the New York office, other than Jeffrey R. O’Brien and Sapna Dutta, who are based in the London office.
Davis Polk & Wardwell is advising Dufry AG on its US$446 million acquisition of Hudson Group. Having already purchased an 11.2% stake in mid-April 2008, Dufry agreed yesterday to acquire the remaining 88.8% of Hudson.
Dufry AG, headquartered in Basel, Switzerland, and listed on the SWX Swiss Exchange, is a leading global travel retailer operating 466 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas in 44 countries. Hudson Group, which is majority owned by private equity firm Advent International, operates 540 duty-paid stores in 70 airports and transportation terminals throughout the United States and Canada.
Under the terms of the agreement, Dufry will issue 4.2 million shares, as well as zero-coupon mandatory convertible notes, which will convert into 0.9 million Dufry shares at no premium, to the selling shareholders of Hudson. Dufry will also refinance Hudson Group’s existing debt of approximately US$390 million. The transaction is subject to customary regulatory approvals.
As part of the transaction, Dufry has structured a new five-year committed syndicated facility of approximately CHF 1.25 billion, which has been fully underwritten by a group of five banks comprising Banco Santander, BNP Paribas, ING, Raiffeisen Zentralbank and Royal Bank of Scotland. The facility will be used to refinance Hudson’s debt as well as Dufry’s existing bank debt.
The Davis Polk corporate team includes partners William H. Aaronson and John D. Amorosi, associates John B. Meade and Samuel Ollunga (not yet admitted) of the London office, former foreign temporary associate Timothy R. Blanchard, former summer associate Matthew Hart and legal assistant Lindsay M. Allen. Partners Michael Mollerus and Kathleen L. Ferrell and associates Raymond J. Holst and Catherine P. Tennant are providing tax advice. Partner Karin S. Day and associate Kenneth J. Steinberg are providing credit advice. Partner Barbara Nims and associate Natasha Sankovitch are providing employee benefits advice. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental advice. Counsel Susan D. Kennedy and associate Jonathan H. Pacheco are providing real estate advice. Partner Arthur J. Burke and associate Stephen M. Pepper are providing antitrust advice. Partner Paul Spagnoletti and associate Elliot Moskowitz are providing advice on litigation matters. Except as noted above, all members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Shionogi & Co., Ltd. on its acquisition of Sciele Pharma, Inc. Shionogi is a leading pharmaceutical firm with headquarters in Osaka, Japan. Sciele, which is based in Atlanta, Georgia, is a midsize pharmaceutical company, focused on the areas of cardiovascular disease, diabetes, women’s health and pediatric drugs.
Under the terms of the agreement, Shionogi will acquire all of the outstanding shares of Sciele common stock at a price of $31 per share, for a total consideration of approximately $1.1 billion. The acquisition is subject to customary closing conditions, including the tender of a majority of the outstanding Sciele shares on a fully diluted basis and the expiration or earlier termination of the Hart-Scott-Rodino waiting period. The tender offer is expected to close in the fourth quarter of 2008, unless extended.
The Davis Polk corporate team includes partner Theodore A. Paradise, associates Mörk Murdock, Jeremy C.R. Entwisle, Heather Eskey, Lindsey Finch, Hiroshi Sugiyama, summer associate Miles E. Hawks, former summer associate Bryan J.S. Townsend, legal specialist Shinichi Yuhara and legal assistants Nozomi Kameyama and Jennifer Connelly, all of the Tokyo office; partner Michael Davis and legal assistants Malik M. Khalil and Austin D. Brown, all of the New York office; and associates Stephen Lindholm, Niki Fang and Saswat Bohidar, all of the Menlo Park office. Partner Ray Ibrahim of the New York office is providing advice regarding Sciele’s outstanding convertible bonds. Partner Sartaj Gill and associate Justin Goldblatt, both of the New York office, are providing financing advice. Partner Steven S. Weiner and associates Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) and Vishnu Reddy, all of the Menlo Park office, are providing intellectual property advice. Partner Kyoko Takahashi Lin, associates Ron M. Aizen and Sonal Jain and legal assistant Rebekeh S. Gulash, all of the New York office, are providing employment advice. Associate Stephen M. Pepper of the New York office is providing antitrust advice. Partners Michael Mollerus and Neil Barr and associate Kevin J. Brogan, all of the New York office, are providing tax advice.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as the placement agent in connection with an SEC-registered dribble-out offering by Solarfun Power Holdings Co., Ltd. of American Depositary Shares for up to an aggregate sales price of US$175 million. This offering was commenced on July 17, 2008, and terminated on August 13, 2008, during which period Solarfun issued and sold 5,421,093 ADSs with an aggregate sales price of approximately US$73.9 million.
Solarfun is a vertically integrated manufacturer of silicon ingots and photovoltaic (PV) cells and modules in China and first listed its ADSs on the Nasdaq on December 26, 2006. It produces both monocrystalline and multicrystalline silicon cells and modules, and manufactures 100% of its modules with in-house produced PV cells.
The Davis Polk corporate team included partner James C. Lin, and associates Hyun Kim and Rong Chen, all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice.
Davis Polk & Wardwell is advising Syngenta AG on its agreement with DuPont that will broaden each company’s crop protection product portfolios and enable them to bring new products to market more efficiently. The companies will share the costs to prepare the regulatory studies for DuPont Cyazypyr™, a new broad spectrum insecticide, leading to expanded global registrations and commercialization opportunities for both companies. Cyazypyr™ is complementary to the DuPont Rynaxypyr® insect control product that Syngenta is developing in mixtures with its own leading insect-control products. Under the agreement, Syngenta will also grant DuPont access to mesotrione, the active ingredient in Callisto®. DuPont will develop mixtures with their proprietary herbicides for use on corn and sugarcane. The financial terms of the transaction were not disclosed.
Based in Switzerland, Syngenta is a world-leading agribusiness committed to sustainable agriculture through innovative research and technology. Based in Wilmington, Delaware, DuPont is a science-based products and services company offering a wide range of innovative products and services for markets including agriculture and food, building and construction, communications and transportation.
The Davis Polk corporate team includes partner Leonard Kreynin and partner Frank J. Azzopardi, who is providing intellectual property advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Goldman Sachs on the sale of its holding of foreign-currency-denominated bonds in SpiceJet Limited, an Indian company listed on the Bombay Stock Exchange, to purchasers affiliated with Wilbur L. Ross Jr. In addition, Goldman Sachs is subscribing for SpiceJet warrants. The financial terms of the transaction were not disclosed.
Based in New Delhi, SpiceJet is the second-largest low-cost airline in India. Started in May 2005, SpiceJet was earlier known as Royal Airways, a reincarnation of ModiLuft. Its promoters include Ajay Singh, Sanjay Malhotra and the Kansagra family.
The Davis Polk corporate team includes partner Kirtee Kapoor, associates Zhan Chen, Shaoyun (Anna) Xu, Alan Fu and foreign temporary associate Hao Bian (not yet admitted). All members of the Davis Polk team are based in the Hong Kong office.
Davis Polk & Wardwell is advising Bertelsmann AG on the sale of its 50% interest in Sony BMG to Sony. The music company, to be called Sony Music Entertainment Inc., will become a wholly owned subsidiary of Sony Corporation of America. The transaction is subject to a number of conditions, including approvals of regulatory authorities in certain jurisdictions. The financial terms of the transaction were not disclosed.
As part of the transaction, the parties have also agreed to continue to share the company's manufacturing and distribution requirements between Sony DADC, Sony's manufacturing subsidiary, and Arvato Digital Services GmbH (Arvato), Bertelsmann's services company, by extending the agreements with Arvato for additional terms of up to six years. In addition, Bertelsmann will be taking over selected European music catalog assets from Sony BMG.
Sony BMG is a global recorded music joint venture created by Sony and Bertelsmann in 2004. Bertelsmann is an international media company, encompassing television (RTL Group), book publishing (Random House), magazine publishing (Gruner & Jahr), music (BMG), media services (Arvato) and media clubs (Direct Group) in more than 50 countries. Sony is a leading manufacturer of audio, video, game, communications, key device and information technology products for the consumer and professional markets.
The Davis Polk corporate team includes partners Christopher Mayer and Michael Davis, associates Emmanuel Cohen and Wendy M. Phillips and foreign temporary associate Karen Christina Pelzer (admitted in Frankfurt). Partner Frank J. Azzopardi and associates Drew Glover and Matthew J. Bacal are providing intellectual property advice. The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Kyoko Takahashi Lin and associate Ron M. Aizen are providing benefits advice. Laura Lea Bryant and Joshua Cho are the legal assistants on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Nautilus Hyosung on its acquisition of Triton Systems of Delaware, Inc. from Dover Corporation. The financial terms of the transaction were not disclosed. The transaction is subject to regulatory approval and is expected to close during the third quarter of 2008.
Nautilus Hyosung, a subsidiary of South Korea-based Hyosung Corporation, is a global manufacturer of complete ATM solutions, including hardware, software and services to the entire ATM market. Triton Systems of Delaware is a global provider of ATMs. The Dover Corporation is a global portfolio of manufacturing companies.
The Davis Polk corporate team includes partner Leonard Kreynin of the New York office, partner Kirtee Kapoor of the Hong Kong office, associates Terrence R. O'Donnell (not yet admitted) and Samuel O. Ollunga (not yet admitted) of the New York office, associates Hyun Kim and Meng Lai of the Hong Kong office and summer associate Jason Vitullo of the New York office. Partner Paul W. Bartel II and associate Stephen M. Pepper of the New York office are providing antitrust advice. The tax team includes partner Neil Barr and associate Gregory T. Hannibal of the New York office. Partner Frank J. Azzopardi and associates Joshua M. Kaplan and Stefan Quick of the New York office are providing intellectual property advice. Partner Gail A. Flesher and associate Hayden Baker of the New York office are providing environmental advice. Partner Jean M. McLoughlin and associate John A.B. O'Callaghan (not yet admitted) of the New York office are providing employee benefits advice.
Davis Polk & Wardwell served as US counsel to the Swedish government and Vin & Sprit (V&S) in connection with the $455 million sale of the 10% interest in Beam Global Wines and Spirits (BGWS) held by V&S to Fortune Brands, the owner of the remaining 90% interest in BGWS.
V&S is an international producer and distributor of alcoholic beverages such as the Absolut Vodka brand. Deerfield, Illinois-based BGWS is a premium spirits company and maker of the #1 selling bourbon worldwide, Jim Beam. Fortune Brands is a leading consumer products company headquartered in Deerfield, Illinois.
The Davis Polk corporate team included partner Phillip R. Mills and associate Ashleigh S. Kyle. Partner Ronan P. Harty and associate Ian R. Rooney provided antitrust advice. Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. The tax team included partner Kathleen L. Ferrell and associate Joanna Mork. Partners Arthur F. Golden and Joel M. Cohen and associate Edward N. Moss provided litigation advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Citibank Global Markets Inc., J.P. Morgan Securities Inc., Barclays Capital Inc. and BNP Paribas Securities Corp. as joint bookrunners and representatives of the underwriters on an SEC-registered offering by CRH America, Inc. of $650 million 8.125% notes due 2018. The notes are guaranteed by CRH plc.
Based in the Republic of Ireland, CRH plc is the parent company for an international group of companies, including CRH America, Inc., engaged in the manufacture and supply of a wide range of building materials and in the operation of builders’ merchanting and “Do-It-Yourself” stores.
The Davis Polk corporate team included partner Nigel D. J. Wilson, associate Bradley Mitchell and summer associate Charles Shioleno of the London office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell is advising Roche on its approximately $44 billion offer to acquire all of the outstanding publicly held shares in Genentech. Roche acquired a majority of Genentech in 1990 and currently owns 55.9% of all outstanding shares.
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics. San Francisco, California-headquartered Genentech is a leading biotechnology company.
The Davis Polk corporate team includes partners Arthur F. Golden, Christopher Mayer and John H. Butler, associates Sophia Hudson and William J. Chudd and summer associates Brett Daniel Fieldston and Gina Cora, all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Jane M. Morril (not yet admitted), all of the New York office, are providing litigation advice. Partner Ronan P. Harty of the New York office is providing antitrust advice. Partner Michael Mollerus of the New York office is providing tax advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani of the New York office are providing employment advice. Counsel Margaret M. Ayres of the Washington, DC, office is providing regulatory advice.
Davis Polk & Wardwell is advising Roche on its $125 million acquisition of Mirus Bio Corporation. The transaction is subject to customary closing conditions and is expected to close during the second half of 2008
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics. Mirus Bio is a privately owned Madison, Wisconsin-based company that focuses on the discovery and development of innovative nucleic acid-based technologies, including a proprietary RNAi (Ribonucleic Acid interference) delivery platform.
The Davis Polk corporate team includes partner Marc O. Williams, associates James E. Elworth and Christopher L. Beals (not yet admitted) and foreign temporary associate David Raudkivi (not yet admitted), all of the New York office. Partner Steven S. Weiner and associates Stefan Quick and Joshua M. Kaplan, all of the New York office, and associates Vishnu Reddy and Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) of the Menlo Park office, are providing intellectual property advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani of the New York office, and summer associate Joanna Geneve of the London office, are providing employment advice. The tax team includes partner Michael Mollerus and associate Christine E. Graham (not yet admitted) of the New York office. Partner Gail A. Flesher and associate Brianne M. Lucyk of the New York office are providing environmental advice. Partner Joel M. Cohen and associate Edward N. Moss of the New York office are providing antitrust advice
Davis Polk & Wardwell advised Goldman Sachs International and UBS Limited as representatives of the underwriters of an offering by AngloGold Ashanti Limited of 69,470,442 of its ordinary shares, in the form of ordinary shares or American depositary shares (ADS), by way of allocations of transferable rights to its shareholders and ADS holders. Pursuant to an oversubscription facility, holders of rights were permitted to subscribe for any shares or ADSs not taken up upon exercise of the rights. The offering raised net proceeds of approximately $1.7 billion for AngloGold Ashanti. As the offering was over-subscribed, the underwriters did not purchase any shares pursuant to their underwriting commitment. The offering included public offerings in South Africa and the United States and private placements to institutional investors outside South Africa and the United States.
Based in Johannesburg, South Africa, AngloGold Ashanti is a global gold company with a diversified portfolio of assets in many key gold-producing regions. AngloGold Ashanti was formed following the consolidation of the gold interests of Anglo American into a single company in 1998. AngloGold Ashanti’s ADSs trade on the New York Stock Exchange and its ordinary shares trade on the JSE Limited, the London Stock Exchange and Euronext Paris, and on the Australian Stock Exchange, the Ghanaian Stock Exchange and Euronext Brussels under respective depositary share programs.
The Davis Polk corporate team included partner Paul E. Kumleben and associate Reuven B. Young of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Paulina Vargas of the London office was the legal assistant on the transaction
Davis Polk & Wardwell is advising Bertelsmann in connection with its sale of Direct Group North America to an affiliate of The Najafi Companies, LLC. The financial terms between the parties, both privately held, were not disclosed.
Direct Group North America is one of the largest direct marketers of books, DVDs and recorded music in the US and Canada. Its many well-known consumer brands, such as “Book-of-the-Month Club” and “Columbia House,” serve millions of members through their club catalogs and online. Bertelsmann is an international media company, encompassing television (RTL Group), book publishing (Random House), magazine publishing (Gruner & Jahr), music (BMG), media services (Arvato) and media clubs (Direct Group) in more than 50 countries. The Najafi Companies is a private investment firm based in Phoenix, Arizona.
The Davis Polk corporate team includes partner Christopher Mayer, associates David L. Portilla and Andreea Stan (not yet admitted) and foreign temporary associate Karen C. Pelzer (admitted in Frankfurt only). The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Kyoko Takahashi Lin, counsel John T. Wright and associate Ron M. Aizen are providing benefits advice. Partner Frank J. Azzopardi and associate Matthew J. Bacal are providing intellectual property advice. Counsel James P. McIntyre and associate Jonathan H. Pacheco are providing real estate advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Joshua Cho is the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising COFCO Limited, China’s largest national agricultural trading and processing company, in connection with its acquisition of 7,000,000 shares, or 4.95% of Smithfield’s common stock at a purchase price per share equal to the closing price of Smithfield’s common stock on the pricing date for a proposed offering of convertible senior notes by Smithfield. With sales of $11 billion, Smithfield is a leading processor and marketer of fresh pork and packaged meats in the United States, as well as the largest producer of hogs.
In connection with the acquisition, Smithfield has agreed to nominate Mr. Gaoning Ning, chairman of COFCO, for election as a director at its 2008 annual shareholders’ meeting. COFCO’s investment in Smithfield is passive in nature and the purchase agreement contains standstill provisions.
The initial 3.1 million of shares is expected to be delivered following the offering of Smithfield’s convertible senior notes. Settlement on the remainder of the shares will be subject to completion of Hart-Scott-Rodino antitrust review.
The Davis Polk corporate team includes partners Jeffrey Small and John M. Brandow of the New York office, Show-Mao Chen and Howard Zhang of the Beijing office, and partner Kirtee Kapoor, associates Shaoyun (Anna) Xu and Li Han of the Hong Kong office, and summer associate Adam J. Ross of the New York office. Partner Po Sit and associate Neil Weinberg of the New York office are providing tax advice. Partner Joel M. Cohen and associate Stephen M. Pepper of the New York office are providing HSR advice. Partner Randall D. Guynn of the New York office and counsel Margaret M. Ayres of the Washington, DC, office are providing regulatory advice. Ka Ying (Candice) Ng of the Hong Kong office is the legal assistant for the transaction.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and Greenwich Capital Markets, Inc. as joint book-running managers and representatives of the underwriters, on an SEC-registered offering by Rio Tinto Finance (USA) Limited of $5 billion principal amount of notes. The offering consisted of $2.5 billion principal amount of 5.875% notes due 2013, $1.75 billion principal amount of 6.500% notes due 2018 and $750 million 7.125% notes due 2028, guaranteed on a senior unsecured basis by Rio Tinto plc, a public limited company incorporated under the laws of England and Wales, and Rio Tinto Limited (ABN 96 004 458 404), a corporation incorporated under the laws of the State of Victoria, Australia (together with Rio Tinto plc, the “Guarantors”).
Rio Tinto Finance (USA) Limited is a finance company of the Rio Tinto Group, which is a leader in finding, mining and processing the earth’s mineral resources. Major products include aluminum, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt and talc) and iron ore. The Group’s activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and southern Africa.
The Davis Polk corporate team included partner Nigel D. J. Wilson and associates Harold J.G. Brunink, Gerard H. Kelly (not yet admitted) and Chin W. Lee (not yet admitted) of the London office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Partner Gail A. Flesher and associate Heather Daly of the New York office provided environmental advice. Counsel William B. Hoffman of the Washington, D.C., office provided OFAC advice. Rachel Sterling of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Goldman, Sachs & Co., Banc of America Securities LLC, Dahlman Rose & Company LLC and Oppenheimer & Co. as underwriters on the $125 million SEC-registered initial public offering of 8,333,333 shares of common stock of Britannia Bulk Holdings Inc. (Britannia). The shares have been admitted to trading on the New York Stock Exchange.
Incorporated in the Marshall Islands, Britannia is an international provider of drybulk shipping and maritime logistic services with a leading market position in transporting drybulk commodities in and out of the Baltic region.
The Davis Polk corporate team included partner Harald Halbhuber, associates Beth Hooton Ruiz and Won Juan Kim (not yet admitted) and summer associate Livingston A. Miller of the London office and associate Andreea Stan (not yet admitted) of the New York office. Partner John D. Paton and associate Brian Radigan of the London office and Nora N. Muller of the Paris office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Paulina Vargas and summer intern Yuval Halfon of the London office were the legal assistants on the transaction.
Davis Polk & Wardwell is advising Photon Dynamics, Inc. in connection with its proposed $290 million acquisition by Orbotech Ltd. Based in San Jose, California, Photon Dynamics is a provider of flat panel display test and repair systems. Headquartered in Yavne, Israel, Orbotech designs, manufactures and markets automated inspection equipment for printed circuit boards and flat panel displays.
Under the terms of the merger agreement, Photon Dynamics shareholders will receive $15.60 in cash for each Photon Dynamics share, valuing the transaction at approximately $290 million. The transaction is expected to close during the second half of 2008 and is subject to customary closing conditions, including approval by Photon Dynamics’ shareholders and regulatory clearances.
The Davis Polk corporate team includes partners William M. Kelly and Mischa Travers, associates Peter M. Lamb, Kenneth Hwang and Stephen Lindholm and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Counsel Cynthia Akard of the Menlo Park office is providing employee benefits advice. Partner Steven S. Weiner and associate Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) of the Menlo Park office are providing intellectual property advice. Counsel Margaret M. Ayres and associate Bethany K. Hipp of the Washington, D.C., office are providing regulatory advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office are the legal assistants for the transaction.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, BNP Paribas and Goldman Sachs International as joint global coordinators and joint book-runners for an offering of 760,295,181 ordinary shares of UBS AG, which raised gross proceeds of approximately CHF 15.7 billion (approximately $15.1 billion). The offering consisted of a rights offering to UBS AG’s existing shareholders and an offering of the shares not subscribed for in the rights offering. Both offerings comprised (i) public offerings in Switzerland, Germany, Austria, the United Kingdom, France, Italy and Lichtenstein, (ii) private placements to certain institutional investors outside the United States in reliance on Regulation S and (iii) a public offering in the United States under the US Securities Act of 1933. The new shares are traded on the EU-compatible segment of the SWX Swiss Exchange, the New York Stock Exchange and the Tokyo Stock Exchange.
UBS AG is a global firm, working with corporate, institutional and private clients. Its strategy is to concentrate on three global core businesses—wealth management, asset management and investment banking and securities trading. UBS AG also focuses on retail and corporate banking in Switzerland.
The Davis Polk corporate team included partners Jeffrey M. Oakes, Paul E. Kumleben and John Banes and associate Bradley Mitchell, all of the London office, and associate Barbora Moring of the Frankfurt office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell acted as counsel to the underwriters in establishing a WKSI shelf registration statement for Allianz SE and certain financing subsidiaries, and advised Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running lead managers on the first takedown from the shelf, consisting of an offering of $2 billion 8.375% undated subordinated callable bonds (including an over-allotment option) by Allianz SE. The securities are traded on the New York Stock Exchange.
Headquartered in Munich, Germany, Allianz is one of the leading insurers and financial services providers worldwide.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associate Emiliano Tornese (not yet admitted) of the London office and associate Barbora Moring of the Frankfurt office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets, Merrill Lynch and Morgan Stanley as joint bookrunners for a group of co-managers in connection with a $2 billion SEC-registered offering of 8.50% perpetual hybrid capital securities of ING Groep N.V.
Based in Amsterdam, ING is one of the world’s largest financial institutions, with significant insurance, banking and asset management operations primarily in the Benelux, North America, Asia and a number of emerging markets in Central Europe and South America.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associates Victoria E. Cumings, Harold J.G. Brunink and Emiliano Tornese (not yet admitted) of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Counsel Erin K. Cho and associate Ann Becchina of the New York office provided ERISA advice. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell is advising DLJ Merchant Banking Partners on its €4.30 per share, or a maximum of €290.8 million, offer to buy Guala Closures SpA. Italian bank Intesa Sanpaolo will take a 20% stake in GCL Holdings Sarl, the vehicle company set up for the offering, by the start of the acceptance period.
Italian Guala Closures is among the worldwide leaders in the production of non-refillable closures for spirits, beverages and edible oil. DLJ Merchant Banking Partners is a private equity investment affiliate of Credit Suisse.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Scott D. Mitnick, Stevan R.B. Nicholas and Vijay J. Shroff of the New York office. The tax team includes partner Mary Conway and associates Joanna Mork and Catherine Paskoff Chang of the New York office, and partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office.
Today the Court of Appeals for the Second Circuit issued a decision affirming District and Bankruptcy Court decisions granting a petition by the board of directors of Telecom Argentina under former Section 304 of the Bankruptcy Code. In the face of a national economic crisis in Argentina, Telecom Argentina had commenced reorganization of its US$3.3 billion of unsecured financial debt, some of which was registered in the US. Telecom Argentina ultimately filed an acuerdo preventivo extrajudicial, or APE, insolvency proceeding in Argentina that resulted in approval of a reorganization plan that addressed all of its unsecured financial debt and was approved by most of its holders. However, one holder contended that it was entitled to payment in full of debt registered in the US. Telecom Argentina commenced a proceeding under Section 304 seeking enforcement in the US of its APE plan. Recognition of the plan was granted after a trial in the Bankruptcy Court. The Bankruptcy Court's decision that the APE proceeding was fair and entitled to recognition as a matter of comity was affirmed by the District Court, and ultimately by the Second Circuit. The Second Circuit firmly rejected the claim that the US Trust Indenture Act requires payment in full to holders of debt registered in the US.
Telecom Argentina is the fixed-line operator of local and long-distance services in northern and southern Argentina.
The Davis Polk litigation team, for both the trial and the appeal, included partner Karen E. Wagner and associate Jordan Leigh Smith, both from the New York office. Partner Julia K. Cowles of the Menlo Park office handled Telecom Argentina's complex corporate reorganization.
Davis Polk & Wardwell advised PartnerRe Ltd. and PartnerRe Finance A LLC on an SEC-registered offering of $250 million aggregate principal amount of 6.875% senior notes due 2018 by PartnerRe Finance A LLC, fully and unconditionally guaranteed by PartnerRe Ltd. The offering was made through an underwriting syndicate led by Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC.
PartnerRe Ltd., a Bermudan international reinsurance group, is a leading global reinsurer, providing multi-line reinsurance to insurance companies. PartnerRe Ltd., through its wholly owned subsidiaries, also offers alternative risk products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multi-line and other lines, life/annuity and health, and alternative risk products.
PartnerRe Finance A LLC, a Delaware limited liability company, is an indirectly wholly owned subsidiary of PartnerRe Ltd.
The Davis Polk corporate team included partners Richard J. Sandler and Ethan T. James, counsel Courtenay U. Myers and associates Sonia L.R. Garner and Yue (Mark) Li. Partner Lucy W. Farr and associates Joanna Mörk and Joshua Ruland provided tax advice. Associate Ann Becchina provided ERISA advice. Viktor Chistyakov was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Limited, DEPFA BANK plc, Deutsche Bank AG, London Branch, The Hongkong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland plc as joint lead managers in connection with a Schedule B debt offering by The Export-Import Bank of Korea of €750 million in aggregate principal amount of its 5.75% notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Kee Won Shin and Brian J. Baker of the Hong Kong office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and UBS Securities LLC as underwriters of the $156.4 million SEC-registered secondary offering of 4,375,000 shares of Class A common stock of Copa Holdings, S.A. held by Continental Airlines, Inc. The common stock is listed on the New York Stock Exchange under the symbol “CPA.”
Based in Panama, Copa Holdings is a leading Latin American provider of airline passenger and cargo service through its two principal operating subsidiaries, Copa and AeroRepública.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Maurice Blanco, Kenneth Piercy and Roman Ajzen (not yet admitted). Partner Po Sit and associate Catherine Paskoff Chang provided tax advice. Eric Ross was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell acted as counsel to the underwriters Deutsche Bank Securities Inc., Merrill Lynch & Co., Citigroup and Wachovia Securities as joint book-running managers on an offering of 50,600,000 8.05% trust preferred securities totaling US$1.265 billion (including an over-allotment option) by Deutsche Bank Contingent Capital Trust V, a Delaware statutory trust and wholly owned subsidiary of Deutsche Bank AG, guaranteed on a subordinated basis by Deutsche Bank Aktiengesellschaft.
The securities initially qualify as upper Tier 2 regulatory capital for the bank and are entitled to a cumulative dividend. On one or more occasions, Deutsche Bank AG may elect to qualify all or a percentage of the trust preferred securities as Tier 1 regulatory capital in increments of at least 10% of the liquidation preference amount or an integral multiple thereof, from which point the positions of the securities so converted will only be entitled to non-cumulative dividends. The trust preferred securities will trade on the New York Stock Exchange. Headquartered in Frankfurt am Main, Germany, Deutsche Bank is the largest bank in Germany and one of the largest financial institutions in Europe and the world measured by total assets.
The Davis Polk corporate team included partner Patrick S. Kenadjian and associate Barbora Moring of the Frankfurt office and associate Victoria E. Cumings of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Tyco Electronics Ltd. on the sale of its Radio Frequency Components and Subsystem business to Cobham Defense Electronic Systems for $425 million in cash. The transaction is subject to customary regulatory approvals and is expected to close by the end of 2008.
Tyco Electronics’ Radio Frequency Components and Subsystem business, with approximately 2,000 employees primarily located at 11 locations throughout the United States and Europe, designs, manufactures and markets amplifiers, antennas, attenuators, diodes, signal generators, limiters, transistors, modulators and mixers, and microwave and millimeter wave integrated circuits for the aerospace, defense and commercial markets. Cobham Defense Electronic Systems, a subsidiary of Cobham plc, designs and manufactures microwave components, integrated assemblies and sub-systems for the US Department of Defense and other military and government customers around the world.
The Davis Polk corporate team includes partner William H. Aaronson and associates Paul D. Hodgdon, Darren S. Klein and Ron E. Garber (not yet admitted), as well as associate Emiliano Tornese (not yet admitted) of the London office. Partner Kyoko Takahashi Lin and associates Sonal Jain (not yet admitted) and Sam I. Valverde (not yet admitted) are providing employee benefits advice. Associates Frank J. Azzopardi, Stefan Quick and Joshua M. Kaplan (not yet admitted) are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Counsel Betty Moy Huber and associate Brianne M. Lucyk are providing advice as to environmental matters. Associate Regina Chang is providing real estate advice. Partner Lawrence E. Wieman is providing credit advice. Partner Rachel D. Kleinberg of the Menlo Park office and associate Neil Barr are providing tax advice. Joshua Cho is the legal assistant for the transaction. Except as noted above, all members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities Ltd. as representatives of the underwriters on an SEC-registered offering on Schedule B by Oesterreichische Kontrollbank Aktiengesellschaft (OeKB) of $1 billion 3.625% notes due 2013. The notes are guaranteed by the Republic of Austria. OeKB serves as Austria's central bank for providing export financing.
The Davis Polk corporate team included partner Patrick S. Kenadjian of the Frankfurt office and associate Barry Mansfield of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets Corporation as initial purchasers on a Rule 144A/Regulation S offering by Axcan Intermediate Holdings Inc. (Axcan) of $235 million 12.75% senior notes due 2016. Axcan used the net proceeds of the offering to repay the $235 million senior unsecured bridge loan facility it entered into in February 2008 in connection with the approximately $1.3 billion acquisition of Axcan Pharma Inc. by an affiliate of TPG Capital.
Based in Montreal, Canada, Axcan is a specialty pharmaceutical company focused on gastroenterology, which develops and markets a broad line of prescription products to treat a range of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to pancreatic insufficiency.
The Davis Polk corporate team included partner Michael Kaplan and associates Wendi Hoeben and Kenneth Piercy, all of the New York office. Partner Michael Mollerus and associate Kay Ng of the New York office provided tax advice. Gwendolyn P. Ranada was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Arma Partners LLP as financial adviser to freenet AG in connection with its acquisition of German mobile service provider debitel AG from debitel (Netherlands) Holding BV, a holding company controlled by Permira funds.
As consideration for the acquisition of the debitel Group, freenet will issue 32 million new freenet shares (approximately 24.99% after the capital increase, with a current market value of approximately €360 million) and a long-term €132.5 million interest-bearing loan note to the seller. It will also assume financial liabilities in the amount of approximately €1.135 billion. Total consideration payable will be approximately €1.63 billion.
The transaction marks a major step in the consolidation of the German telecoms market, creating Germany’s third-largest mobile telephone provider, after Deutsche Telecom and Vodaphone, and its leading network-independent telecoms and internet company. The combined company had approximately 19 million subscribers at year-end 2007 and proforma 2007 revenues of approximately €3.36 billion. With 1,016 shops at the end of 2007, and leading retail partners such as Electronic Partner, Hertie, Kaufhof, Karstadt and the Media-Saturn Holding, the combined group will also have the strongest distribution channel for telecoms and internet products in Germany.
The transaction is subject to anti-trust approval of the German cartel authority (the Bundeskartellamt) and the fulfillment of the conditions necessary for listing the new shares.
The Davis Polk corporate team includes partner Patrick S. Kenadjian of the Frankfurt office and associate Siobhan Dalton of the Paris office.
Davis Polk & Wardwell advised Cairn India Limited in arranging a private placement of approximately US$625 million (INR 25.4 billion).
Through the private placement, in March 2008, Petronas International Company Limited (a wholly owned subsidiary of the Malaysian government-owned Petroliam Nasional Berhad) and Orient Global Tamarind Fund Pte Limited, Singapore agreed to purchase a total of 113 million shares in Cairn India Limited (63,300,000 by Petronas and 49,700,000 by Orient Global) at INR 224.30 per share, representing a 0.46% premium to the average closing price on the National Stock Exchange of the last two trading days prior to the announcement of the transaction. On 16 April, 2008, Cairn India Limited shareholders approved the transaction.
Cairn India Limited is an Indian company that owns interests in Indian crude oil and natural gas development and production assets, including a 70% interest in the Mangala field, which was discovered in 2004 and is the largest onshore crude oil field discovery in India since 1985. In 2007, Cairn India Limited conducted an initial public offering of its equity shares in India with listings on the Bombay Stock Exchange and National Stock Exchange of India, as well as international institutional offerings pursuant to Rule 144A and Regulation S, for which Davis Polk also acted as issuer’s counsel.
The majority of the net proceeds of the private placement will be used to fund capital expenditure.
The Davis Polk corporate team included partner Thomas J. Reid and associates Jeffrey R. O’Brien and Sapna Dutta. Partner John D. Paton and associate Brian Radigan provided tax advice. All lawyers are based in the London office.
Davis Polk advised Eramet, the leading French-listed mining and metals company, in connection with its acquisition of Tinfos AS, a leading Norwegian, family-owned producer of manganese alloy, which is a key element for the growing global steel industry. The transaction values Tinfos at €593 million (approximately $920 million) and the consideration payable by Eramet will consist of a combination of cash and stock, which will be listed on the Paris Bourse. The transaction is subject to regulatory approval, including antitrust.
The Davis Polk team included partners Georges Terrier and Arnaud Pérès and associate Jérôme Sibille, all of the Paris office.
Davis Polk & Wardwell is acting as US counsel to Shire plc on its proposed UK court-sanctioned scheme of arrangement, including the creation of a new UK-listed, Jersey-incorporated holding company for the group.
Shire, a public limited company incorporated under the laws of England and Wales, is a specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. The new holding company, which is to be called Shire Limited and be tax resident in the Republic of Ireland, will have the same board and management team as Shire and will have its primary listing on the London Stock Exchange and, upon listing, will be included in FTSE’s UK Index Series. Shire Limited also intends that its American Depositary Shares (ADS) will be traded on Nasdaq in place of Shire’s existing ADS program.
The Davis Polk corporate team includes partners David M. Wells of the London office and John J. McCarthy Jr., who practices in both the London office and the New York office, and associates John B. Meade and Nghiem Nguyen, both of the London office. Partner John D. Paton and associate Brian Radigan, both of the London office, provided tax advice. Partner Kyoko Takahashi Lin, counsel Erin K. Cho and associates Natasha Sankovitch and Sam I. Valverde, all of the New York office, provided employee benefits advice. Partner Danforth Townley of the New York office provided ’40 Act advice. Counsel Marcie A. Goldstein and associate Brenda Chen, both of the New York office, provided Blue Sky advice. Damion R. Jackson of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Manitowoc Company, Inc. in connection with its proposed $2.1 billion acquisition of Enodis plc. The transaction, which was unanimously approved by both companies’ boards of directors, provides for a cash payment of 258 pence per Enodis share. In addition, in advance of the closing of the transaction, Enodis will pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year ending September 30, 2008. The transaction is subject to court approval in the United Kingdom, approval of Enodis shareholders and various regulatory approvals, and is expected to close in the fourth quarter of 2008.
The Wisconsin-based Manitowoc Company is one of the world’s largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes and boom trucks. Listed in London and operationally headquartered in Tampa, Florida, Enodis is one of the leading global food and beverage equipment manufacturers with approximately 6,800 employees and 30 factories in 9 countries.
The Davis Polk corporate team includes partner John K. Knight and associate Cherie Chen, both of the New York office.
Davis Polk & Wardwell advised Aozora Bank and a special committee of its board of directors in connection with a partial tender offer by Cerberus NCB Acquisition, L.P., Aozora Bank’s major shareholder. Cerberus acquired an additional 8% of Aozora Bank common stock for approximately $420 million and raised its ownership to approximately 45.5% of the outstanding common stock. Aozora Bank is a leading Japanese bank.
The Davis Polk corporate team included partner Eugene C. Gregor and associates Mörk Murdock and Jeremy Entwisle. Naruhito Cho and Jennifer Connelly were the legal assistants on the transaction. All members of the Davis Polk team are based in the Tokyo office.
Davis Polk & Wardwell is serving as US counsel to the Swedish government in connection with its €5.6 billion (US$ 8.9 billion) sale of Vin & Sprit, maker of Absolut Vodka, to French liquor company Pernod Ricard, whose brands include Seagram’s Gin, Havana Club rum, Chivas Regal Scotch, Jacob’s Creek Wines and Jameson Irish Whiskey.
The Davis Polk corporate team includes partner Phillip R. Mills and associates Ashleigh S. Kyle and Darren S. Klein. Partner Ronan P. Harty and associate Ian R. Rooney are providing antitrust advice. Partner Gail A. Flesher and associate Hayden Baker are providing environmental advice. The tax team includes partner Kathleen L. Ferrell and associate Joanna Mork. All members of the Davis Polk team are based in the New York office.
Davis Polk advised the Swedish government in conjunction with Vinge, the Swedish government's principal legal advisor on the sale of Vin & Sprit.
Davis Polk & Wardwell is advising MMX Mineração e Metálicos S.A. in connection with the proposed split-up of the company and subsequent sale of one of the resulting companies for approximately $5.5 billion to an affiliate of Anglo American, one of the world’s largest mining and natural resource groups. In the transaction, MMX will split into three companies. Two of those entities, MMX itself and LLX Logistica S.A., will remain independent, public companies that are expected to be listed on Brazil’s Novo Mercado after closing. Under the definitive agreements, the third public company, IronX Mineração S.A., would be sold to an Anglo American affiliate in two steps for approximately $5.5 billion in cash. The transaction also involved the negotiation of numerous commercial arrangements among the parties, including the payment by IronX to MMX of an ongoing royalty, commencing in 2023 for the MMX Amapá mine and 2025 for the MMX Minas-Rio mine.
The Davis Polk corporate team includes partners John D. Amorosi, Manuel Garciadiaz, and Diane G. Kerr and associates Joana G. Benjamin, Paul D. Hodgdon, and H. Oliver Smith. Partner Kathleen L. Ferrell is providing tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd. as the manager in connection with a Rule 144A/Regulation S offering of global depositary shares (GDSs), representing common shares of Taewoong Co., Ltd., raising US$75 million in gross proceeds. The GDSs were listed on the Professional Securities Market of the London Stock Exchange. Taewoong is a leading Korean manufacturer of open-die forged products, which are large-sized customized metal forged products.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Sukjoon Richard Lee and Kee Won Shin of the Hong Kong office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice in connection with the transaction. Jean Park and Jenny Chan of the Hong Kong office were the legal assistants on the transaction.
Davis Polk & Wardwell is advising KLA–Tencor Corporation on matters of U.S. law in connection with its proposed acquisition of ICOS Vision Systems NV for approximately $466 million in cash. The acquisition will be conducted by means of an offer under Belgian law for all of the issued and outstanding shares of ICOS Vision Systems. The offer is subject to customary closing conditions and is expected to close in the second quarter of 2008.
KLA–Tencor is the leading supplier of inspection and metrology systems to the global semiconductor industry. Based in Belgium, ICOS Vision Systems is a leading supplier of packaging and interconnect inspection solutions for the semiconductor industry.
The Davis Polk corporate team includes partner Mischa Travers and associate Zachary Patton of the Menlo Park office. Partner Arthur J. Burke of the Menlo Park office and associates Stephen M. Pepper and Rajesh James of the New York office provided antitrust advice.
Davis Polk & Wardwell advised Merrill Lynch International as the sole manager on an SEC-registered bond offering by The Export-Import Bank of Korea of Mexican Peso 1.2 billion of floating-rate notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Roche Holding Ltd on its acquisition of Ventana Medical Systems, Inc., a leader in the fast-growing histopathology (tissue-based diagnostics) segment. Headquartered in Basel, Switzerland, Roche is one of the world‘s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics.
After unsuccessful efforts to engage the company in discussions concerning a possible transaction, Roche initiated, in June 2007, an unsolicited tender offer to acquire Ventana.
On January 21, 2008, Roche and Ventana entered into a merger agreement, pursuant to which Roche would acquire Ventana for $89.50 per share in cash (or an aggregate of $3.4 billion on a fully diluted basis). The merger agreement has been approved by the boards of Ventana and Roche. The transaction is subject to customary closing conditions, including the tender of a majority of Ventana‘s shares of common stock.
The Davis Polk transaction team includes partners Arthur F. Golden, Christopher Mayer and Marc O. Williams, associates Bradley Mitchell, Jeffrey M. Glasheen, Laura I. Martínez, Andrea Buti and Terrence R. O‘Donnell (not yet admitted), all of the New
