M&A and IP and Technology Practice Groups
SEPTEMBER 2012 Sullivan & Cromwell’s Mergers & Acquisitions and Intellectual Property and Technology Practice Groups
he success of Sullivan & Cromwell is the result of the quality of our lawyers, who are T the most broadly trained collection of attorneys in the world. We work as a single partnership without geographic division. Despite its signifi cant growth, the Firm has retained its deep commitment to remaining a unifi ed global practice. Unlike many law fi rms with a multinational reach, S&C has built its international network of offi ces, not by acquiring other fi rms or hiring large numbers of lateral lawyers, but by developing offi ces to serve clients’ regional needs and staffi ng those offi ces with lawyers who have spent their careers at S&C.
With over 190 M&A lawyers and over 40 IP and Technology lawyers in our global offi ces, S&C represents a wide range of global clients in signifi cant M&A and IP and Technology transactions across myriad industries, including fi nancial services, healthcare, technology and consumer goods, among several others. As clients face the challenge of tightened credit markets, the Firm has successfully created innovative ways of fi nancing transactions and continues to act as counsel in many of the world’s largest deals.
S&C lawyers seek not only to provide correct legal answers, but the best practical solutions to issues that arise in connection with transactions. Our solutions are not only grounded in our rich knowledge of legal requirements, they also refl ect our experience in similar situations, our understanding of relevant business requirements and our willingness to think creatively about possible solutions. While complexity is something with which we are comfortable when it’s necessary, we are keenly aware that sometimes the best and most sophisticated solution is a very simple and straightforward one.
Our M&A and IP and Technology practice groups have been cited as the world’s most successful in the legal industry by Chambers Global, Legal 500 and Latin Lawyer, among many others. The Firm’s M&A practice recently won the Chambers USA Awards for Excellence in 2012.
“This leading global M&A practice is one of New York’s heavyweights. The team regularly handles billions of dollars in transactions, including some of the most complex and technical deals in the world. The group is composed of experts in domestic, cross-border and international work and represents clients in both a transactional capacity and fi nancial advisory role.”
© Sullivan & Cromwell LLP 2012 | LG4355 CHAMBERS USA 2012 Prior results do not guarantee a similar outcome. 1 Overview of M&A Practice Market-Leading Global M&A Practice
ur approach to M&A is distinctive, having been honed over many years in handling perennial leader in global M&A, S&C ranked fi rst by value among law fi rms Othe world’s most complex transactions. Arepresenting principals, acting in approximately $1.25 trillion in announced transactions worldwide, from 2007 to 2011. Consistent with our past record of top LEADER IN GLOBAL M&A rankings, we led the fi eld by value of deals announced worldwide in full-year 2011. Our lawyers bring to every client the same level of professionalism, attention to detail, creativity and commercial sensitivity. We represent major international corporations in their – and the world’s – largest and most visible transactions, and we represent smaller corporations whose transactions involve modest dollar amounts but, for them, enormous GLOBAL M&A RANKINGS 2007-2011 strategic signifi cance. RANKED BY DOLLAR VALUE ($ BILLIONS)
FOCUS ON TEAMWORK AND COLLABORATION Sullivan & Cromwell – $1,240.1
Lawyers from multiple disciplines within the Firm work not only with each other and Skadden Arps – $1,210.8 with our clients, but also with investment bankers, accountants, proxy solicitors and other advisers. This teamwork with our clients and our colleagues, a hallmark of S&C generally, Linklaters – $1,144.1 is particularly important in the effi cient execution of M&A transactions. Freshfi elds – $1,122.7
APPROACH ROOTED IN TRANSACTIONAL REALITIES Wachtell Lipton – $1,081.9 Our broad experience permits us to provide the best possible advice across the many Simpson Thacher – $1,001.9 issues that can arise in M&A, always guided by our clients’ commercial objectives. We are dedicated to meeting not only the needs of buyer and seller, but also to preserving the Source: Bloomberg, January 3, 2012. value of the entity being bought or sold by taking into account the needs and concerns of Data include representations of principals only (buyers and sellers, excluding fi nancial advisers). customers, employees, investors, lenders and other corporate constituents.
GLOBAL M&A RANKINGS FULL YEAR 2011
Sullivan & Cromwell – $411.5 “[S&C] is a byword for quality in the M&A fi eld and a favourite for multinational corporations Simpson Thacher – $289.5 and fi nancial institutions. A leading fi gure in Skadden Arps – $279.6
the US market, the fi rm is also highly rated for Wachtell Lipton – $274.1 its strength in Asia and Latin America as well as Latham & Watkins – $249.1 being present in the European and UK markets. Dewey & LeBoeuf — $215.2 . . . Sources say: ‘They are the fi nest law fi rm for companies and fi nancial institutions worldwide.’” Source: Thomson Reuters, January 3, 2012. CHAMBERS GLOBAL 2011 Data include representations of principals and fi nancial advisers.
2 3 Chronology of S&C’s Headline M&A Transactions: Top 10 Global Deals (2007-2011) Asia Pacifi c
ver the past fi ve years, S&C has been involved in eight of the top 10, representing a s our work in recent headline deals demonstrates, S&C has advised principals in Oprincipal in three of the top fi ve, announced M&A transactions worldwide. Amany of the most signifi cant domestic and cross-border M&A transactions throughout Asia Pacifi c.
2012 and ongoing ACQUIRER TARGET VALUE ($ billions) a consortium of investors, comprising the Carlyle Group, CITIC Capital Partners, CDH Investments, China Everbright Limited and FountainVest Partners, on the $3.5 billion RBS Holdings BV† ABN AMRO Holding NV $100.0 going-private of Focus Media Holding Ltd. (China)- the largest ever delisting of a New York-listed (Belgium/Spain/UK) (Netherlands) Chinese company
Pfi zer Inc. (US) Wyeth (US) $64.2 China Cinda Asset Management Co., Ltd. on the respective strategic investments of approximately $1.64 billion from National Social Security Fund of China, UBS, CITIC Capital and InBev NV* (Belgium) Anheuser-Busch Cos. Inc. (US) $60.8 Standard Chartered, representing approximately 16.54 percent of its enlarged share capital Enel SpA (Italy) and Acciona SA Endesa SA* (Spain) $53.3 Goldman Sachs in its acquisition of 4.78 percent of the issued and outstanding ordinary shares (Spain) of Trade & Development Bank of Mongolia, Ltd.
Novartis AG (Switzerland) Alcon Inc.* (Switzerland) $48.2 the Korea Shipbuilders’ Association and its members, including Hyundai Heavy Industries Merck & Co. Inc. (US) Schering-Plough Corp.** (US) $47.1 Co., Ltd., Daewoo Shipbuilding & Marine Engineering Co., Ltd. and Samsung Heavy Industries Co., Ltd., on its announced potential acquisition of Gaztransport & Technigaz (ongoing) Creditors (US) General Motors (U.S.) $46.8 Nippon Steel Corporation (Japan) in its pending $22.5 billion merger with Sumitomo Metal Roche Holding AG** (Switzerland) Genentech Inc. (US).) $44.0 Industries Ltd. (Japan) (ongoing)
Investor consortium led by TXU Corp.* (US).) $43.2 Osaka Securities Exchange Co., Ltd. (Japan) in its pending $1.9 billion business Kohlberg Kravis Roberts & Co. and combination with Tokyo Stock Exchange Group, Inc. (Japan) (ongoing) Texas Pacifi c Group (US) Tokio Marine (Japan) in its $2.7 billion acquisition of Delphi Financial Group (US) Rio Tinto PLC (UK) Alcan Inc.* (Canada) $42.9
Source: Bloomberg, April 5, 2012 † S&C represented a competing bidder in this transaction. * S&C represented the company. ** S&C represented fi nancial advisers to the company.
““Focusing on some of the more complex corporate deals across Asia, this team is well-regarded in the market as a group of consummate commercial lawyers who provide clients with integrated business and legal solutions.”
CHAMBERS ASIA 2012
4 5 2011 Goldman Sachs (U.S.) as shareholder in the repurchase of ordinary H shares of Industrial and Commercial Bank of China Limited (ICBC) (China) Barrick Gold Corporation (Canada) in its $7.7 billion acquisition of Equinox Minerals Limited (Australia), 2011 Mitsui Sumitomo Insurance Group Holdings (Japan) in its three-way business combination with Aioi Insurance Company (Japan) and Nissay Dowa General Insurance Company (Japan) BHP Billiton (Australia/U.K.) in its $15.1 billion acquisition of Petrohawk Energy Corporation (U.S.) Nomura Trust & Banking Co Ltd. (Japan) in its acquisition of NikkoCiti Trust and Banking Corp. (Japan) from Citigroup (U.S.) China Investment Corporation (China) and a consortium of investor in the contribution of approximately $1 billion in equity towards the acquisition by Cayman Islands-based Diamond S 2008 Shipping Group of 30 medium-range refi ned product carriers from Cido Tanker Holding Co. Advantage Partners LLP (Japan) in its $2.227 billion acquisition of Tokyo Star Bank (Japan) ENN Energy and Sinopec (China) on their voluntary general offer for China Gas (China) at $2.2 billion Bank of Tokyo-Mitsubishi UFJ, Ltd. (Japan) and its parent Mitsubishi UFJ Financial Group (Japan) in the $2.858 billion acquisition of UnionBanCal Corporation (U.S.) (2008) Goldman Sachs (U.S.) in its acquisition of an approximately 12 percent equity interest in Mitsubishi UFJ Financial Group (Japan) in its $9 billion equity investment in Morgan Stanley Taikang Life Insurance Co., Ltd. (China) (U.S.) Goldman Sachs Asset Management, LP (U.S.) in its acquisition of Benchmark Asset China Huaneng Group (China) in its $3.04 billion acquisition through its wholly owned Management Company Private Limited (India) for an undisclosed sum subsidiary, SinoSing Power Pte. Ltd. (Singapore), of Tuas Power Ltd. (Singapore) Philippine Long Distance Telephone Company (PLDT) (Philippines) with respect China Unicom (China) in its $56.3 billion acquisition of China Netcom (China) and the to U.S. securities law matters in connection with its $1.7 billion acquisition of Digital $15.9 billion sale of its CDMA business to China Telecom (China) Telecommunications Philippines, Inc. (“Digitel”) (Philippines) Mitsukoshi Ltd. (Japan) in its $3.761 billion merger with Isetan Co., Ltd. (Japan) Sumitomo Trust & Banking (Japan) in its $7.7 billion merger with Chuo Mitsui Trust Holdings (Japan) Tokio Marine (Japan) in its $4.7 billion acquisition of Philadelphia Consolidated (US) – the largest acquisition of a foreign company by a Japanese fi nancial institution 2010 to date
Healthscope (Australia) on the $2.3 billion acquisition by The Carlyle Group (U.S.) and TPG 2007 Capital (U.S.) Daimaru Inc. (Japan) in its $1.62 billion acquisition of Matsuzakaya Holdings Co., Ltd. Lihir Gold Ltd. (Papua New Guinea) in its $8.9 billion acquisition by Newcrest Mining Ltd. (Japan) (Australia) Grahamstowe Investments Limited (China) and Mr. Leslie Lee Alexander in the Panasonic Corporation (Japan) in its $9.7 billion acquisition of the outstanding minority stake acquisition of a stake in ANTA Sports Products Limited as well as in a stake in Xinjiang in its subsidiaries SANYO Electric Co Ltd. (Japan) and Panasonic Electric Works Co Ltd. (Japan) Xinxin Mining Industry Co. (China), 2007, and the acquisitions of interest in China Sompo Japan Insurance and NipponKoa Insurance (Japan) in its $4.65 billion National Materials Company Limited (“Sinoma”), China Railway Group Limited and consolidation Dongyue Group Limited
MTR Corporation Limited (Hong Kong) in its $1.6 billion acquisition of Kowloon-Canton 2009 Railway Corporation (Hong Kong)
Anheuser-Busch InBev in the sale of Oriental Brewery Co., Ltd. to an entity established by Ontario Teachers’ Pension Plan Board (Canada) in its $1.9 billion acquisition of three U.S. private equity fi rm Kohlberg Kravis Roberts & Co. – one of the largest private equity marine container terminals located in the U.S. and Canada from Orient Overseas deals since the onset of the global credit crunch (International) Limited (HK)
China Unicom (China) as to U.S. law matters in its $1 billion strategic alliance with Telefónica TIS Inc. (Japan) in its $1.336 billion acquisition of INTEC Holdings Ltd. (Japan) (Spain)
6 7 Chronology of S&C’s Headline M&A Transactions: The Americas
&C has advised clients throughout the Americas in major, industry-shaping transactions. 2010
S AIG (US) in its $16.2 billion sale of American Life Insurance Company (ALICO) to MetLife (US) 2012 and ongoing Biovail’s (Canada) special committee in its $3.7 billion acquisition of Valeant Anheuser-Busch InBev (Belgium) in its pending $20.1 billion acquisition of Grupo Pharmaceuticals (US) Modelo (Mexico) — the largest Americas deal announced thus far in 2012 BP (UK) in its $7 billion sale of upstream assets in the United States, Canada and Egypt Frank McCourt and his entities in the $2.15 billion sale of the Los Angeles Dodgers to Apache Corporation (US) professional baseball team (US) to Guggenheim Baseball Management (US) — the highest amount ever paid for a North American sports franchise E.ON (Germany) in the $7.6 billion sale of its US power and gas business to PPL (US)
HSBC (UK) in the $2.6 billion sale of its card and retail services business in the United IMS Health (US) in its $5.2 billion leveraged buyout by TPG Capital (US) and Canada States to Capital One (US) — the largest credit card portfolio sale ever Pension Plan Investment Board (CPPIB)
ING (Netherlands) in its $9 billion sale of ING Direct USA to Capital One (US) — the Kinross Gold (Canada) in its $7.2 billion acquisition of Red Back Mining (Canada) largest US bank deal since the fi nancial crisis NBTY (US) in its $3.8 billion acquisition by The Carlyle Group (US) Lan Airlines (Chile) in its combination with TAM (Brazil) — created the largest airline PepsiAmericas’ (US) transactions committee of its board of directors in its $4.2 billion in the world by market capitalization acquisition by PepsiCo (US) Medco Health Solutions (US) in its $29.1 billion merger with Express Scripts (US) — UIL Holdings (US) in its $1.3 billion acquisition of Southern Connecticut Gas (US), created one of the largest pharmacy benefi ts managers in the United States Connecticut Natural Gas (US) and Berkshire Gas (US) from Iberdrola USA Pharmasset (US) in its $11 billion acquisition by Gilead Sciences (US) — gave Gilead a lead in the fast-growing market for Hepatitis C medicines 2009
Royal Bank of Canada in its $3.47 billion sale of RBC Bank (USA) to PNC Financial (US) Anheuser-Busch InBev (Belgium) in its $2.7 billion sale of Busch Entertainment (US) to The Blackstone Group (US) United Rentals (US) in its $4.2 billion acquisition of RSC Holdings (US) — created the premier North American equipment rental company Barclays (UK) in the $15.2 billion sale of its Barclays Global Investors business (US) to BlackRock (US) 2011 Canada Pension Plan Investment Board (CPPIB), as part of a consortium of investors, AirTran Holdings (US) in its $3.42 billion acquisition by Southwest Airlines (US) in the $3.2 billion acquisition of Puget Energy (US)
AT&T (US) in its proposed $39 billion acquisition of T-Mobile USA from Deutsche Fiat (Italy) in its alliance with Chrysler (US) and New Chrysler’s $2 billion bankruptcy Telekom (Germany) acquisition of the assets of Old Chrysler
Bank of Montreal (BMO) (Canada) in its $4.1 billion acquisition of Marshall & Ilsley (US)
BHP Billiton (Australia/UK) on its $15.1 billion acquisition of Petrohawk Energy (US) — BHP’s biggest-ever deal, putting it on the top 10 list of global gas producers “Sullivan & Cromwell has a stellar reputation in
Bucyrus International (US) in its $8.6 billion acquisition by Caterpillar (US) the USA and beyond, and handles all manner and size of M&A matters for a diverse group of US and Chrysler Group (US) in its $10.5 billion acquisition by Fiat (Italy) international clients. The fi rm has an established ING (Netherlands) in the $3.8 billion sale of its Latin American pensions, life insurance and investment management operations to GrupoSura (Colombia) — named “M&A presence in Europe, and a growing profi le in Latin Deal of the Year” by Latin Lawyer America and the Asia-Pacifi c region. The fi rm is particularly active on M&A deals in the fi nancial, technology and energy and resources sectors.”
CHAMBERS GLOBAL 2012
8 9 Fifth Third Bancorp (US) in the $2.35 billion sale of its payments processing unit to Reed Elsevier (UK) in its $4.1 billion acquisition of ChoicePoint (US) Advent International (US) Silver Lake (US) in its $16.5 billion acquisition of Intelsat (Bermuda) IPC Holdings (Bermuda) in its $1.7 billion amalgamation with Validus Holdings UnitedHealth Group (US) in its $2.75 billion acquisition of Sierra Health Services (US) (Bermuda) Wachovia (US) in its $15.1 billion merger with Wells Fargo (US) J.C. Flowers (US) in the $13.9 billion investor group acquisition of IndyMac Federal Bank (US) 2007 UST’s (US) independent directors and strategic transaction committee (US) in its $11.7 billion sale to Altria Group (US) Alcan (Canada) in its $43 billion sale to Rio Tinto (UK) – created the world’s largest aluminum company
Aramark’s (US) chairman and controlling stockholder in its $8.3 billion management-led LBO 2008 AT&T (US) its $5.4 billion acquisition of Dobson Communications Corporation (US) Bear Stearns’ (US) board of directors in its $1.2 billion acquisition by JPMorgan Chase (US) The Bank of New York (US) in its $16.5 billion merger with Mellon Financial (US) – created the largest securities servicing and asset management fi rm globally InBev (Belgium) in its $60.8 billion acquisition of Anheuser-Busch (US) – the largest deal announced in 2008, the largest-ever all-cash transaction and the largest-ever CDW’s (US) founder in its $7.3 billion buyout by Madison Dearborn Partners (US) US acquisition by a non-US company China Investment Corporation (CIC) in its $5.6 billion acquisition of a 9.9% stake in Morgan Stanley (US)
JPMorgan Chase (US) in its $1.9 billion acquisition of Washington Mutual (US) Dow Jones’ (US) majority shareholders (director and member of Bancroft family) in the$5 billion sale of Dow Jones to News Corporation (US) Microsoft (US) in its proposed $44.6 billion bid for Yahoo! (US) First Data’s (US) independent directors and strategic review committee in its $29 billion acquisition by KKR Mitsubishi UFJ Financial Group (MUFG) (Japan) in its $3.7 billion “going private” acquisition of UnionBanCal (US) (US) Fiserv (US) in its $4.4 billion acquisition of CheckFree (US) National City (US) in its $5.6 billion merger with PNC Financial Services (US) Hilton Hotels (US) in its $26.7 billion acquisition by Blackstone Group (US)
Merrill Lynch (US) in its sale of $6.2 billion in Common Stock to Temasek Capital (Singapore) and Davis Selected Advisers (US)
“[…]this fi rm is the epitome of cool-headed prestige, TXU (US) in its $45 billion acquisition by an investor consortium led by KKR (US) and Texas Pacifi c Group perfectly confi dent it can stay in the elite with (US) – the largest leveraged buyout in history and largest-ever US utility acquisition no strategy more complicated than providing excellent service, ensuring all lawyers have a broad experience and offer services in a range of areas and regions, and staying a steady course. Both the US recession and the fi rm’s Latin America practice have confi rmed this belief; in the US because it has continued growing even through lean times, “Without hesitation, it is our go-to fi rm for large, and in Latin America because even though it is complex transactions. It provides excellent service the most notable of the New York fi rms without an and reasonable billing.”
offi ce in São Paulo, it continues to land high-profi le CHAMBERS USA 2012 mandates across the region, in a range of areas.”
LATIN LAWYER – 250 LEADING BUSINESS LAW FIRMS OF LATIN AMERICA, 2012
10 11 Chronology of S&C’s Headline M&A Transactions: Europe
ur roster of high-profi le cross-border transactions involving European principals 2010 Oshowcases the strength and scope of our M&A practice. The Achilles consortium (comprising funds managed by Apollo Management (US) and CVC Capital Partners (UK)) on its $1.4 billion take-private of Brit Insurance Holdings N.V. (Netherlands)
2012 / ongoing Alcon (Switzerland) in its $40 billion sale of Nestlé’s (Switzerland) Alcon stake to Novartis (Switzerland)
Cerberus and Whitehall Funds (US) on the sale of Harpen Immobilien GmbH (Germany) to BP (UK) in its $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache Corporation (US) investment entities of members of Germany’s Knauf family (Germany) Renault (France) / Nissan (Japan) on the €1.17 billion agreement for a strategic cooperation with Daimler CGI Group Inc. (Canada) on its £2 billion takeover of Logica plc (UK) (Germany)
Deutsche Wohnen (Germany) in its €1.24 billion acquisition of BauBeCon Group (Germany) Rio Tinto (U.K.) in the divestment of its Alcan Global Packaging business in three separate transactions comprising: from Barclays Bank PLC (UK) the $2.03 billion sale of the Global Pharmaceuticals, Global Tobacco, Food Europe and Food Asia businesses to Amcor (Australia); the $1.2 billion sale of the Food Americas packaging business to Bemis (U.S.); and the sale of Alcan Lord Graham Kirkham (UK) and Brait Capital (South Africa) as lead investors on the £1.45 Beauty Packaging to Sun Capital Partners (U.K.) billion management buyout of Iceland Foods (UK)
Vincent Bolloré Group (France), as 26 per cent shareholder in Aegis Group plc (UK), in 2009 connection with the proposed £3.164 billion takeover of Aegis by Dentsu Inc. (Japan) Anglo American PLC (UK) in its $1.28 billion sale of its remaining stake in London-listed AngloGold Ashanti (South 2011 Africa) to funds managed by Paulson & Co. (US) Commerzbank (Germany) in its $14.4 billion acquisition of Dresdner Bank (Germany) British Airways (UK) in its $9 billion merger with Iberia (Spain) to form the holding company International Airlines Group Crédit Agricole (France) in its €6.6 billion combination of Crédit Agricole Asset Management (France) with the majority of Société Générale’s (France) traditional asset management business in Europe and Asia EDF (France) on its €1.4 billion acquisition of the shares it didn’t previously own in EDF Energies Nouvelles (France) Endesa (Spain) on its $58.4 billion acquisition by Enel (Italy) and Acciona (Spain) (2007). S&C subsequently advised Goldman Sachs (as fi nancial adviser to Enel) on Enel’s purchase of Endesa shares from Acciona Rhône Capital (US) on the €900 million acquisition of Evonik Carbon Black (Germany) (and other selected subsidiaries) from Degussa Integra/KOM9 consortium and Mainova (Germany) in its $4.2 billion acquisition of Thüga (Germany) from E.ON (Germany) Silver Lake Partners (U.S.) and Skype Global (Luxembourg) in the $8.5 billion acquisition of Skype by Microsoft Corporation from a Silver Lake-led investor group PARIS RE (France) in its $2 billion combination with PartnerRe (Bermuda)
“This fi rm does multi-jurisdictional, high-quality and high-value work”
CHAMBERS EUROPE 2012
12 13 Intellectual Property and Technology Expertise
2008 ullivan & Cromwell’s Intellectual Property and Technology Group brings together Slawyers from all aspects of the Firm’s practice to assist clients around the world Akzo Nobel (Netherlands) in its $16.1 billion acquisition of ICI (UK) with the full spectrum of intellectual property and technology issues that confront Caisse des Dépôts et Consignations (CDC) (France) in its $2.3 billion investment in Dexia today’s businesses. (Belgium)
Goldman Sachs (US) on its €345 million acquisition, together with Bridgepoint Capital (UK), of OVERVIEW Pret A Manger (UK) Our work includes enforcing patents, trademarks and other intellectual property rights Philips Electronics (Netherlands) in its $5.1 billion acquisition of Respironics (US) against infringers and defending claims of infringement; negotiating, structuring and Suez Environnement (France) in its $9.098 billion spin-off from Suez SA (France) advising on transactions involving technology and intellectual property including TOTAL (France) on its $473 million acquisition of Synenco (France) complex patent licenses; assessing and managing intellectual property risks in various corporate transactions; providing advice regarding intellectual property protection and 2007 strategy; and obtaining security interests in intellectual property. We regularly advise
Allianz SE (Germany) on its $13.6 billion acquisition of Assurances Générales de France (AGF) and litigate with respect to the interplay of IP and competition law. Lawyers in our (France) of shares Allianz had not already owned Intellectual Property Group are recognized as leading practitioners by prominent legal
CVC Capital Partners Limited (Luxembourg) in the $2.14 billion acquisition of Univar N.V. by media including Chambers, Lawdragon, New York Super Lawyers, Northern California Ulysses Luxembourg, a unit of CVC Capital Partners (UK) Super Lawyers and The Los Angeles Area’s Best Lawyers.
CFF Recycling S.A. (France) in its $3.2 billion acquisition of Penauille Polyservices S.A. (PPS) SELECTED CLIENTS (France) Recognized for its superior track record, S&C’s Intellectual Property Group is retained, Osterreichische Post AG (Austria) and a consortium in its $4.2 billion acquisition of Bank fuer Arbeit & Wirtschaft AG (BAWAG) (Austria) year after year, as counsel to leading companies worldwide in many of their most signifi cant and complex intellectual property matters. The Group’s clients have included Scottish Power plc (UK) in its $24.9 billion acquisition by Iberdrola S.A. (Spain) The Clearing House Association, Columbia University, Dyson, Eisai, France Telecom, j2 Statoil ASA (Norway) on its $29 billion acquisition of the oil and gas business of Norsk Hydro Global Communications, Mitsubishi, Mitsubishi UFJ Financial Group, MPEG LA, Novo ASA (Norway) Nordisk, NXP Semiconductors, Omnicom Group, Panasonic (f/k/a Matsushita Electric Swisscom AG (Switzerland) on its $4 billion acquisition of FASTWEB S.p.A. (Italy) Industrial Co.), Philips Electronics, Sony, Technicolor (f/k/a Thomson), Tokio Marine Thomas Cook (formerly KarstadtQuelle) (Germany) on its acquisition of MyTravel (UK) Holdings, Tudor Investment and VeriFone.
In U.S. News & World Report’s inaugural “Best Lawyers Best Law Firms” survey, Sullivan & Cromwell’s Intellectual Property practice achieved a Tier 1 national ranking.
14 15 Client Industries IP and Technology Transactions
ur attorneys have advised clients on intellectual property matters in a wide range of &C has signifi cant experience handling intellectual property issues that arise in M&A Oindustries and technologies, including: Sand other corporate transactions. We have handled these transactions for technology clients as well as a host of global companies across a wide range of industries. Our capabilities were expanded in 2010 with the addition of an experienced partner based Technology: Internet and Digital Media:: in Palo Alto, who advises clients on a wide range of corporate and transactional matters software (including SaaS) advertising where intellectual property or technology issues are key. Recent representations include, search among others: open source social networking Ongoing mobile operators and devices content, including music Anheuser-Busch InBev in its pending $20.1 billion acquisition of the remaining stake it does computing gaming not already own in Grupo Modelo Life Sciences: networking/communications CGI Group in its pending $3.1 billion acquisition of Logica plc
Collective Brands in its pending $2 billion sale to a consortium imaging pharmaceuticals biotechnology services 2012 medical devices AT&T in its $950 million sale of AT&T Advertising Solutions and AT&T Interactive to an affi liate Semiconductors: Clean Technology: of Cerberus Capital Management
Amgen in its $315 million acquisition of Kai Pharmaceuticals; $1.16 billion acquisition of fabless semiconductor design batteries Micromet integrated device manufacturing renewable energy, including solar and biofuels Billabong in the $460 million sale of a 51.5% interest in Nixon, its watch and accessories foundry services brand, to an investor group lithography equipment green materials DISH Network in its $1.4 billion acquisition of TerreStar Networks components HSBC Holdings in the $2.6 billion sale of its credit card and retail services business in the cores United States to Capital One Financial Corporation
design tools Intel on intellectual property and joint development matters in connection with entering into agreements to expand the NAND Flash memory joint venture between Intel and Micron Technology
2011
American Express in its joint venture with vente-privee.com to launch an online platform for “Sullivan & Cromwell maintains a highly private sales of luxury goods in the U.S.
esteemed, transactions-oriented IP practice Amgen in its $1 billion acquisition of BioVex Group
group . . . [t]he team plays an important role Cúram Software in its acquisition by IBM
in transactions involving a signifi cant IP or EchoStar Communications in its $2.5 billion acquisition of Hughes Communications technology component . . . and is known for its Michael Rubin, CEO of GSI Commerce, in the $2.4 billion acquisition of GSI Commerce by eBay fl awless execution.”
IAM 250, 2011/2012
16 17 the Heyman family in its $3.2 billion sale of International Specialty Products (ISP) to Ashland 2008
Intel in its patent cross-license and settlement agreement with NVIDIA Corporation Amgen in its $300 million sale of Amgen KK to Takeda Pharmaceutical Company Microsoft in the creation of CPTN Holdings – a consortium of technology companies including Digital Sky Technologies in its acquisition of a 15% stake, raising shareholding above 50%, Apple Inc., EMC Corporation and Oracle Corporation – and the consortium’s acquisition of 882 of Mail.ru patents and patent applications from Novell, Inc., in connection with Attachmate’s acquisition of Novell EchoStar Communications in its investment in TerreStar and its subsidiary, TerreStar Networks Panasonic in its $9.7 billion acquisition of the outstanding minority interests in SANYO Electric Credit and Panasonic Electric Works Mitsubishi UFJ Financial Group (MUFG) in various aspects of its agreement with Morgan Stanley on several strategic alliance initiative agreements, following MUFG’s $9 billion 2010 investment in Morgan Stanley
NXP in its $110 million purchase of the broadband media processing business of Conexant Avon Products in the sale of its 75% ownership interest in its Avon Japan business for Systems and its $85 million acquisition of GloNav approximately $90 million and pre-paid royalties for certain intellectual property licenses Samsung Electronics in its $5.6 billion proposed bid for SanDisk Cablevision in its $1.4 billion acquisition of Bresnan Communications Tokio Marine Holding, Japan’s oldest and largest property and casualty insurer, in its $4.7 IMS Health in its $5.2 billion acquisition by investment funds managed by TPG Capital and the billion acquisition of Philadelphia Consolidated Holding Corp. – at closing, the largest acquisition CPP Investment Board by a Japanese company of a foreign fi nancial services fi rm McCartney Productions Limited in an agreement with Hewlett Packard to digitize and UnitedHealth Group in its sale of SecureHorizons Medicare Advantage HMO to Humana deliver via a private cloud the library of former Beatle Paul McCartney
Panasonic in its $4.6 billion acquisition of a majority equity interest in SANYO Electric Credit 2007
2009 Amgen in its $300 million acquisition of Alantos Pharmaceuticals and its $420 million acquisition of Ilypsa AdLINK Internet Media in its $41 million acquisition by Hi-media Collective Brands in the $91 million acquisition of Collective Licensing International and the Alibaba.com on U.S. law aspects in its acquisition of China Civilink $800 million purchase of Stride Rite
IT Holdings in its $133 million acquisition of SORUN Fiserv in numerous transaction, including its $4.4 billion acquisition of CheckFree
NXP in its strategic alliance with Virage Logic Kodak in the $2.55 billion divestiture of its medical imaging and healthcare information technology business to Onex Corporation, which involved the transfer of thousands of patents an investor consortium led by Silver Lake Partners related to intellectual property and and numerous trademarks licensing matters in connection with its $2 billion acquisition of a 65% interest in Skype Technologies S.A. from eBay, Inc. Other important transactions pre-2007
Archipelago Holdings in its $10.5 billion merger with New York Stock Exchange which formed NYSE Group (2006); eBay in its $1.5 billion acquisition of PayPal (2002); and Philips Electronics in many transactions, including the $10.3 billion sale of NXP, its semiconductors business, to KKR and Silver Lake Partners (2006)
18 19 IP and Technology Litigation
&C’s Intellectual Property Group has deep experience in high-stakes intellectual counsel to General Electric, LG Electronics, Mitsubishi Electric, Samsung Electronics, property litigation across a wide range of industries. Representative litigation Thomson Licensing, The Trustees of Columbia University in the City of New York, S U.S. Philips Corp. and Victor Co. of Japan in an action fi led in the U.S. District Court for the engagements include: Southern District of New York against Hong Kong-based Lenovo Group and its U.S. subsidiary, Lenovo (United States) Inc. for willfully infringing the plaintiffs’ patents that are essential to the MPEG-2 digital video compression standard counsel to CA, in its successful action for trade secret misappropriation and copyright counsel to IntercontinentalExchange, Inc. (“ICE”), in an intellectual property action brought infringement in the Eastern District of New York against Rocket Software, Inc. by the New York Mercantile Exchange, Inc. (“NYMEX”) alleging copyright infringement and counsel to The Clearing House Payments Company, LLC, the operator of some of the violation of federal trademark laws country’s major payments systems, in a successful patent litigation in the U.S. District Court for counsel to j2 Global Communications, in asserting Lanham Act trademark infringement, the Eastern District of Texas brought by DataTreasury Corporation, asserting violation of patents patent infringement and false advertising claims in the U.S. District Court for the Central District involving electronic check imaging activities of California counsel to Collective Brands, Inc. (formerly Payless ShoeSource), in post-trial briefi ng, counsel to MPEG LA and MPEG-2 and ATSC patent owners in various successful patent strategy and settlement negotiations in connection with a trademark infringement lawsuit infringement actions – The Am Law Litigation Daily named the partner in charge of MPEG LA brought by Adidas in the District of Oregon, as well as enforcing various Collective Brankd “Litigator of the Week” in 2010 for his successful role in its settlement of an action pertaining patents to its MPEG-2 patent portfolio licensing program counsel to Dolby International AB, the Swedish subsidiary of Dolby Laboratories, in a counsel to Novo Nordisk in two consolidated patent infringement actions in the Eastern successful patent infringement action brought against Research in Motion, the maker of the District of Texas and the Southern District of New York, successfully proving infringement on popular BlackBerry smartphone, regarding patents covering an advanced method of audio its patent compression counsel to Philips, in numerous IP litigation matters, including actions involving Princo counsel to Dyson, in a series of signifi cant IP litigation matters including a successful patent Corporation, Gigastorage Corporation, Imation Corp., and Moser Baer infringement trial counsel to Samsung Electronics Co., Ltd., LG Electronics Inc. and the Trustees of counsel to Eastman Kodak Company in its ongoing bankruptcy auction sale Columbia University, in a patent infringement action against Petters Group Worldwide, LLC, counsel to Eisai, in a patent infringement action, successfully protecting Eisai’s patent on a Polaroid Corporation and Westinghouse Digital Electronics, LLC lucrative anti-ulcer drug against a generic manufacturer counsel to Security Mutual Life Insurance Company of New York and Archway counsel to the Financial Accounting Standards Board – the principal private sector Technology Services, Inc. in the coordination of post-trial proceedings and the potential organization for establishing fi nancial accounting standards in the U.S. – and its governing body, appeal of an adverse jury verdict in a trade secret misappropriation suit brought by Member in an action brought by Silicon Economics, Inc., (“SEI”) relating to SEI’s patented method of Services, Inc. (S&C was retained on this matter after the trial concluded.) fi nancial accounting
20 21 M&A and Intellectual Property and Technology Practices Key Partners
ASIA PACIFIC THE AMERICAS
Korea Japan U.S.A. Latin America Michael DeSombre Izumi Akai Joseph Frumkin Sergio J. Galvis Hong Kong Tokyo New York New York +852 2826 8696 +81 3 3213 6145 +1 212 558 4101 +1 212 558 4740 [email protected] [email protected] [email protected] [email protected]
Keiji Hatano James Morphy China Tokyo New York Chun Wei +81 3 3213 6171 +1 212 558 3988 Hong Kong [email protected] [email protected] +852 2826 8666 [email protected] Francis J. Aquila Australia New York Garth Bray Robert Chu +1-212-558-4048 [email protected] New York / Tokyo Melbourne +1 212 558 7264 +61 3 9635 1506 [email protected] [email protected] Alison Ressler Los Angeles William Chua +1 310 712 6630 Hong Kong [email protected] +852 2826 8632 [email protected] Garrard Beeney New York Michael DeSombre +1 212 558 3737 Hong Kong [email protected] +852 2826 8696 [email protected] John Evangelakos New York Kay Ian Ng +1 212 558 4260 Hong Kong [email protected] +852 2826 8601 [email protected] Nader Mousavi Palo Alto Gwen Wong +1 650 461 5660 Hong Kong / Beijing [email protected] +852 2826 8622 [email protected]
22 23 EUROPE
UK Germany Tim Emmerson Wolfgang Feuring London Frankfurt +44 20 7959 8595 +49 69 4272 5511 [email protected] [email protected]
Richard Morrissey Konstantin Technau London Frankfurt +44 20 7959 8520 +49 69 4272 5521 [email protected] [email protected]
Ben Perry Carsten Berrar London Frankfurt +44 20 7959 8477 +49 69 4272 5506 [email protected] [email protected]
York Schnorbus France Frankfurt Dominique Bompoint +49 69 4272 5517 Paris [email protected] +33 1 7304 6820 [email protected]
Olivier de Vilmorin Paris +33 1 7304 5895 [email protected]
William Torchiana Paris +33 1 7304 5890 [email protected]
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