The Federal Trade Commission (“FTC”) today published a notice to revise the premerger notification thresholds for mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”). The FTC also published revisions to the thresholds that trigger, under Section 8 of the Clayton Act, a prohibition preventing companies from having interlocking memberships on their corporate boards of directors. These revisions represent the annual adjustment of thresholds based upon changes in the GNP.
Revised Jurisdictional Thresholds Under the HSR Act and For the Prohibition of Interlocking Directorates
Men’s Wearhouse Moving Closer to Jos. A. Bank Takeover
The Fremont, California-based men’s suit retailer has made its second offer to take over its smaller rival, Jos. A. Bank.
Transaction Advisers: Amendments to Delaware Law to Facilitate Short-Form Mergers in Two-Step Transactions
Acquisitions often employ a two-step structure in which the acquiror first launches a tender or exchange offer for any and all outstanding shares. Upon the close of the tender or exchange offer, the acquiror then acquires any shares not tendered in the offer by way of a second-step merger to complete the acquisition.
JoS. A. Bank Thwarts Men’s Wearhouse “Pac-Man” Defense
JoS. A. Bank Clothiers, Inc. turned down a $1.5 billion takeover bid from Men’s Wearhouse, Inc. last week in a move that extinguished the latest, and only, live offer between the two rival men’s clothing retailers.
Potential Cable Industry Megamerger?
News has been spreading in the cable industry about a potential merger or buyout of Time Warner Cable (TWC). Speculation surrounding the possible buyout has been fueled by interest from companies like Comcast, Charter Communications, and Cox.
Salix Pharmaceuticals Ltd.’s Proposed Acquisition of Santarus Inc.
On November 7, Salix Pharmaceuticals Ltd., a leading manufacturer of gastrointestinal disorder drugs and devices announced its proposed acquisition of Santarus Inc., a specialty biopharmaceutical company. The all cash acquisition of common stock was offered at $2.6 billion at $32 dollars per stock. According to a press release obtained from the Santarus website, the $32.00 per share price represents an approximately 36% premium over Santarus’ November 6, 2013 closing price of $23.53 per share and an approximately 39% premium over Santarus’ average closing stock price for the prior 30-day trading period. The proposed transaction has been unanimously approved by both the Boards of Directors of Salix and Santarus, and it is expected that the transaction will close in the first quarter of 2014.
M&A Revisited: BlackBerry Abandons Sales Plan, Looks Towards Future
On November 4th, 2013, BlackBerry announced that it would forgo its plan to sell its business. Instead, the company has decided to replace its CEO Thorsten Heins and obtain a $1 billion cash injection from private placement of convertible debentures. The news was followed by another plunge of BlackBerry’s share price – it dropped 16.4% to a price of $6.49, well below the buyout price of $9 a share offered by Fairfax earlier this year. Has the former phone giant lost yet another battle?
Selling Your Company: Deal Structure to Unlock Additional Value
Most sellers know that preparing for a sale requires certain homework, such as cleaning up business and corporate records, and considering key employee retention arrangements. Another important way to prepare for a sale is to be ready to negotiate deal structure.
Potential “Big Law” Merger: Pillsbury and Orrick
A potential merger is on its way as two of high-profile firms prepare to merge which could result in one the biggest firms in the United States. Orrick Herrington & Sutcliffe, which has a very strong base in Silicon Valley, is set to merge with Pillsbury Winthrop Shaw Pittman, which has an equally strong base in New York and Washington DC. One of the leading global law firms in the field of public finance, Orrick also is particularly focused in serving companies in the sectors of technology, energy and project finance. On the other hand, Pillsbury also has a strong presence in the fields of asset finance, technology, energy, and natural resources. This merger would form one of the ten largest firms in the country. In terms of attorney head count, it would be one of the world’s twenty largest firms with a total of approximately 1,700 attorneys and is expected to have an annual revenue of about $1.4 billion.
Out of Context- Delaware Clarifies on “Weak” Fairness Opinions
A footnote in a recent Delaware decision should relieve some of the anxiety felt in the investment banking community that the courts were inviting plaintiffs to allege fiduciary duty breaches by a target board in any sale where the fairness opinion analysis could be perceived as “weak.”
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