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M&A and IP and Technology Practice Groups
S E P T E M B E R 2 01 2
1
Sullivan & Cromwell’s Mergers & Acquisitions and Intellectual Property and TechnologyPractice Groups
T he success of Sullivan & Cromwell is the result of the quality of our lawyers, who are 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.
© Sullivan & Cromwell LLP 2012 | LG4355Prior results do not guarantee a similar outcome.
“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.”
C H A M B E R S U S A 2 0 1 2
2 3
Market-Leading Global M&A Practice
Aperennial leader in global M&A, S&C ranked fi rst by value among law fi rms representing principals, acting in approximately $1.25 trillion in announced
transactions worldwide, from 2007 to 2011. Consistent with our past record of top rankings, we led the fi eld by value of deals announced worldwide in full-year 2011.
Source: Bloomberg, January 3, 2012.
Data include representations of principals only (buyers and sellers, excluding fi nancial advisers).
Sullivan & Cromwell – $1,240.1
Skadden Arps – $1,210.8
Linklaters – $1,144.1
Freshfi elds – $1,122.7
Wachtell Lipton – $1,081.9
Simpson Thacher – $1,001.9
G L O B A L M & A R A N K I N G S 2 0 0 7- 2 0 11
R A N K E D BY D O L L A R VA L U E ( $ B I L L I O N S )
Sullivan & Cromwell – $411.5
Simpson Thacher – $289.5
Skadden Arps – $279.6
Wachtell Lipton – $274.1
Latham & Watkins – $249.1
Dewey & LeBoeuf — $215.2
G L O B A L M & A R A N K I N G S F U L L Y E A R 2 0 11
Source: Thomson Reuters, January 3, 2012.
Data include representations of principals and fi nancial advisers.
Overview of M&A Practice
O ur approach to M&A is distinctive, having been honed over many years in handling the world’s most complex transactions.
L E A D E R I N G L O B A L M & A
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 strategic signifi cance.
F O C U S O N T E A M W O R K A N D C O L L A B O R AT I O N
Lawyers from multiple disciplines within the Firm work not only with each other and 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, is particularly important in the effi cient execution of M&A transactions.
A P P R O A C H R O O T E D I N T R A N S A C T I O N A L R E A L I T I E S
Our broad experience permits us to provide the best possible advice across the many 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 value of the entity being bought or sold by taking into account the needs and concerns of customers, employees, investors, lenders and other corporate constituents.
“[S&C] is a byword for quality in the M&A fi eld
and a favourite for multinational corporations
and fi nancial institutions. A leading fi gure in
the US market, the fi rm is also highly rated for
its strength in Asia and Latin America as well as
being present in the European and UK markets.
. . . Sources say: ‘They are the fi nest law fi rm for
companies and fi nancial institutions worldwide.’”
C H A M B E R S G L O B A L 2 0 1 1
4 5
Over the past fi ve years, S&C has been involved in eight of the top 10, representing a principal in three of the top fi ve, announced M&A transactions worldwide.
Top 10 Global Deals (2007-2011)
ACQUIRER TARGET VALUE ($ billions)
RBS Holdings BV† (Belgium/Spain/UK)
ABN AMRO Holding NV (Netherlands)
$100.0
Pfi zer Inc. (US) Wyeth (US) $64.2
InBev NV* (Belgium) Anheuser-Busch Cos. Inc. (US) $60.8
Enel SpA (Italy) and Acciona SA (Spain)
Endesa SA* (Spain) $53.3
Novartis AG (Switzerland) Alcon Inc.* (Switzerland) $48.2
Merck & Co. Inc. (US) Schering-Plough Corp.** (US) $47.1
Creditors (US) General Motors (U.S.) $46.8
Roche Holding AG** (Switzerland) Genentech Inc. (US).) $44.0
Investor consortium led by Kohlberg Kravis Roberts & Co. and Texas Pacifi c Group (US)
TXU Corp.* (US).) $43.2
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.
Chronology of S&C’s Headline M&A Transactions:Asia Pacifi c
A s our work in recent headline deals demonstrates, S&C has advised principals in many of the most signifi cant domestic and cross-border M&A transactions throughout
Asia Pacifi c.
2012 and ongoing
a consortium of investors, comprising the Carlyle Group, CITIC Capital Partners, CDH
Investments, China Everbright Limited and FountainVest Partners, on the $3.5 billion
going-private of Focus Media Holding Ltd. (China)- the largest ever delisting of a New York-listed
Chinese company
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
Standard Chartered, representing approximately 16.54 percent of its enlarged share capital
Goldman Sachs in its acquisition of 4.78 percent of the issued and outstanding ordinary shares
of Trade & Development Bank of Mongolia, Ltd.
the Korea Shipbuilders’ Association and its members, including Hyundai Heavy Industries
Co., Ltd., Daewoo Shipbuilding & Marine Engineering Co., Ltd. and Samsung Heavy Industries
Co., Ltd., on its announced potential acquisition of Gaztransport & Technigaz (ongoing)
Nippon Steel Corporation (Japan) in its pending $22.5 billion merger with Sumitomo Metal
Industries Ltd. (Japan) (ongoing)
Osaka Securities Exchange Co., Ltd. (Japan) in its pending $1.9 billion business
combination with Tokyo Stock Exchange Group, Inc. (Japan) (ongoing)
Tokio Marine (Japan) in its $2.7 billion acquisition of Delphi Financial Group (US)
““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.”C H A M B E R S A S I A 2 0 1 2
6 7
2011
Barrick Gold Corporation (Canada) in its $7.7 billion acquisition of Equinox Minerals Limited
(Australia), 2011
BHP Billiton (Australia/U.K.) in its $15.1 billion acquisition of Petrohawk Energy Corporation
(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
Shipping Group of 30 medium-range refi ned product carriers from Cido Tanker Holding Co.
ENN Energy and Sinopec (China) on their voluntary general offer for China Gas (China) at
$2.2 billion
Goldman Sachs (U.S.) in its acquisition of an approximately 12 percent equity interest in
Taikang Life Insurance Co., Ltd. (China)
Goldman Sachs Asset Management, LP (U.S.) in its acquisition of Benchmark Asset
Management Company Private Limited (India) for an undisclosed sum
Philippine Long Distance Telephone Company (PLDT) (Philippines) with respect
to U.S. securities law matters in connection with its $1.7 billion acquisition of Digital
Telecommunications Philippines, Inc. (“Digitel”) (Philippines)
Sumitomo Trust & Banking (Japan) in its $7.7 billion merger with Chuo Mitsui Trust Holdings
(Japan)
2010
Healthscope (Australia) on the $2.3 billion acquisition by The Carlyle Group (U.S.) and TPG
Capital (U.S.)
Lihir Gold Ltd. (Papua New Guinea) in its $8.9 billion acquisition by Newcrest Mining Ltd.
(Australia)
Panasonic Corporation (Japan) in its $9.7 billion acquisition of the outstanding minority stake
in its subsidiaries SANYO Electric Co Ltd. (Japan) and Panasonic Electric Works Co Ltd. (Japan)
Sompo Japan Insurance and NipponKoa Insurance (Japan) in its $4.65 billion
consolidation
2009
Anheuser-Busch InBev in the sale of Oriental Brewery Co., Ltd. to an entity established by
U.S. private equity fi rm Kohlberg Kravis Roberts & Co. – one of the largest private equity deals since the onset of the global credit crunch
China Unicom (China) as to U.S. law matters in its $1 billion strategic alliance with Telefónica
(Spain)
Goldman Sachs (U.S.) as shareholder in the repurchase of ordinary H shares of Industrial and
Commercial Bank of China Limited (ICBC) (China)
Mitsui Sumitomo Insurance Group Holdings (Japan) in its three-way business combination
with Aioi Insurance Company (Japan) and Nissay Dowa General Insurance Company (Japan)
Nomura Trust & Banking Co Ltd. (Japan) in its acquisition of NikkoCiti Trust and Banking
Corp. (Japan) from Citigroup (U.S.)
2008
Advantage Partners LLP (Japan) in its $2.227 billion acquisition of Tokyo Star Bank (Japan)
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)
Mitsubishi UFJ Financial Group (Japan) in its $9 billion equity investment in Morgan Stanley
(U.S.)
China Huaneng Group (China) in its $3.04 billion acquisition through its wholly owned
subsidiary, SinoSing Power Pte. Ltd. (Singapore), of Tuas Power Ltd. (Singapore)
China Unicom (China) in its $56.3 billion acquisition of China Netcom (China) and the
$15.9 billion sale of its CDMA business to China Telecom (China)
Mitsukoshi Ltd. (Japan) in its $3.761 billion merger with Isetan Co., Ltd. (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 to date
2007
Daimaru Inc. (Japan) in its $1.62 billion acquisition of Matsuzakaya Holdings Co., Ltd. (Japan)
Grahamstowe Investments Limited (China) and Mr. Leslie Lee Alexander in the acquisition of a stake in ANTA Sports Products Limited as well as in a stake in Xinjiang Xinxin Mining Industry Co. (China), 2007, and the acquisitions of interest in China National Materials Company Limited (“Sinoma”), China Railway Group Limited and Dongyue Group Limited
MTR Corporation Limited (Hong Kong) in its $1.6 billion acquisition of Kowloon-Canton Railway Corporation (Hong Kong)
Ontario Teachers’ Pension Plan Board (Canada) in its $1.9 billion acquisition of three marine container terminals located in the U.S. and Canada from Orient Overseas (International) Limited (HK)
TIS Inc. (Japan) in its $1.336 billion acquisition of INTEC Holdings Ltd. (Japan)
8 9
2012 and ongoing Anheuser-Busch InBev (Belgium) in its pending $20.1 billion acquisition of Grupo
Modelo (Mexico) — the largest Americas deal announced thus far in 2012
Frank McCourt and his entities in the $2.15 billion sale of the Los Angeles Dodgers professional baseball team (US) to Guggenheim Baseball Management (US) — the highest amount ever paid for a North American sports franchise
HSBC (UK) in the $2.6 billion sale of its card and retail services business in the United States to Capital One (US) — the largest credit card portfolio sale ever
ING (Netherlands) in its $9 billion sale of ING Direct USA to Capital One (US) — the largest US bank deal since the fi nancial crisis
Lan Airlines (Chile) in its combination with TAM (Brazil) — created the largest airline in the world by market capitalization
Medco Health Solutions (US) in its $29.1 billion merger with Express Scripts (US) — created one of the largest pharmacy benefi ts managers in the United States
Pharmasset (US) in its $11 billion acquisition by Gilead Sciences (US) — gave Gilead a lead in the fast-growing market for Hepatitis C medicines
Royal Bank of Canada in its $3.47 billion sale of RBC Bank (USA) to PNC Financial (US)
United Rentals (US) in its $4.2 billion acquisition of RSC Holdings (US) — created the premier North American equipment rental company
2011
AirTran Holdings (US) in its $3.42 billion acquisition by Southwest Airlines (US)
AT&T (US) in its proposed $39 billion acquisition of T-Mobile USA from Deutsche Telekom (Germany)
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
Bucyrus International (US) in its $8.6 billion acquisition by Caterpillar (US)
Chrysler Group (US) in its $10.5 billion acquisition by Fiat (Italy)
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 Deal of the Year” by Latin Lawyer
Chronology of S&C’s Headline M&A Transactions:The Americas
2010
AIG (US) in its $16.2 billion sale of American Life Insurance Company (ALICO) to MetLife (US)
Biovail’s (Canada) special committee in its $3.7 billion acquisition of Valeant Pharmaceuticals (US)
BP (UK) in its $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache Corporation (US)
E.ON (Germany) in the $7.6 billion sale of its US power and gas business to PPL (US)
IMS Health (US) in its $5.2 billion leveraged buyout by TPG Capital (US) and Canada Pension Plan Investment Board (CPPIB)
Kinross Gold (Canada) in its $7.2 billion acquisition of Red Back Mining (Canada)
NBTY (US) in its $3.8 billion acquisition by The Carlyle Group (US)
PepsiAmericas’ (US) transactions committee of its board of directors in its $4.2 billion acquisition by PepsiCo (US)
UIL Holdings (US) in its $1.3 billion acquisition of Southern Connecticut Gas (US), Connecticut Natural Gas (US) and Berkshire Gas (US) from Iberdrola USA
2009
Anheuser-Busch InBev (Belgium) in its $2.7 billion sale of Busch Entertainment (US) to The Blackstone Group (US)
Barclays (UK) in the $15.2 billion sale of its Barclays Global Investors business (US) to BlackRock (US)
Canada Pension Plan Investment Board (CPPIB), as part of a consortium of investors, in the $3.2 billion acquisition of Puget Energy (US)
Fiat (Italy) in its alliance with Chrysler (US) and New Chrysler’s $2 billion bankruptcy acquisition of the assets of Old Chrysler
S &C has advised clients throughout the Americas in major, industry-shaping transactions.
“Sullivan & Cromwell has a stellar reputation in
the USA and beyond, and handles all manner and
size of M&A matters for a diverse group of US and
international clients. The fi rm has an established
presence in Europe, and a growing profi le in Latin
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.”
C H A M B E R S G L O B A L 2 0 1 2
10 11
Fifth Third Bancorp (US) in the $2.35 billion sale of its payments processing unit to Advent International (US)
IPC Holdings (Bermuda) in its $1.7 billion amalgamation with Validus Holdings (Bermuda)
J.C. Flowers (US) in the $13.9 billion investor group acquisition of IndyMac Federal Bank (US)
UST’s (US) independent directors and strategic transaction committee (US) in its $11.7 billion sale to Altria Group (US)
2008
Bear Stearns’ (US) board of directors in its $1.2 billion acquisition by JPMorgan Chase (US)
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 US acquisition by a non-US company
JPMorgan Chase (US) in its $1.9 billion acquisition of Washington Mutual (US)
Microsoft (US) in its proposed $44.6 billion bid for Yahoo! (US)
Mitsubishi UFJ Financial Group (MUFG) (Japan) in its $3.7 billion “going private” acquisition of UnionBanCal (US)
National City (US) in its $5.6 billion merger with PNC Financial Services (US)
Reed Elsevier (UK) in its $4.1 billion acquisition of ChoicePoint (US)
Silver Lake (US) in its $16.5 billion acquisition of Intelsat (Bermuda)
UnitedHealth Group (US) in its $2.75 billion acquisition of Sierra Health Services (US)
Wachovia (US) in its $15.1 billion merger with Wells Fargo (US)
2007
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
AT&T (US) its $5.4 billion acquisition of Dobson Communications Corporation (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
CDW’s (US) founder in its $7.3 billion buyout by Madison Dearborn Partners (US)
China Investment Corporation (CIC) in its $5.6 billion acquisition of a 9.9% stake in Morgan Stanley (US)
Dow Jones’ (US) majority shareholders (director and member of Bancroft family) in the$5 billion sale of Dow Jones to News Corporation (US)
First Data’s (US) independent directors and strategic review committee in its $29 billion acquisition by KKR (US)
Fiserv (US) in its $4.4 billion acquisition of CheckFree (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)
TXU (US) in its $45 billion acquisition by an investor consortium led by KKR (US) and Texas Pacifi c Group (US) – the largest leveraged buyout in history and largest-ever US utility acquisition
“Without hesitation, it is our go-to fi rm for large,
complex transactions. It provides excellent service
and reasonable billing.”C H A M B E R S U S A 2 0 1 2
“[…]this fi rm is the epitome of cool-headed prestige,
perfectly confi dent it can stay in the elite with
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,
and in Latin America because even though it is
the most notable of the New York fi rms without an
offi ce in São Paulo, it continues to land high-profi le
mandates across the region, in a range of areas.”
L A T I N L A W Y E R – 2 5 0 L E A D I N G B U S I N E S S L A W
F I R M S O F L A T I N A M E R I C A , 2 0 1 2
12 13
O ur roster of high-profi le cross-border transactions involving European principals showcases the strength and scope of our M&A practice.
2012 / ongoing
Cerberus and Whitehall Funds (US) on the sale of Harpen Immobilien GmbH (Germany) to
investment entities of members of Germany’s Knauf family (Germany)
CGI Group Inc. (Canada) on its £2 billion takeover of Logica plc (UK)
Deutsche Wohnen (Germany) in its €1.24 billion acquisition of BauBeCon Group (Germany)
from Barclays Bank PLC (UK)
Lord Graham Kirkham (UK) and Brait Capital (South Africa) as lead investors on the £1.45
billion management buyout of Iceland Foods (UK)
Vincent Bolloré Group (France), as 26 per cent shareholder in Aegis Group plc (UK), in
connection with the proposed £3.164 billion takeover of Aegis by Dentsu Inc. (Japan)
2011
British Airways (UK) in its $9 billion merger with Iberia (Spain) to form the holding company
International Airlines Group
EDF (France) on its €1.4 billion acquisition of the shares it didn’t previously own in EDF Energies
Nouvelles (France)
Rhône Capital (US) on the €900 million acquisition of Evonik Carbon Black (Germany) (and
other selected subsidiaries) from Degussa
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
“This fi rm does multi-jurisdictional, high-quality
and high-value work”C H A M B E R S E U R O P E 2 0 1 2
Chronology of S&C’s Headline M&A Transactions:Europe
2010
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)
Alcon (Switzerland) in its $40 billion sale of Nestlé’s (Switzerland) Alcon stake to Novartis (Switzerland)
BP (UK) in its $7 billion sale of upstream assets in the United States, Canada and Egypt to Apache Corporation (US)
Renault (France) / Nissan (Japan) on the €1.17 billion agreement for a strategic cooperation with Daimler
(Germany)
Rio Tinto (U.K.) in the divestment of its Alcan Global Packaging business in three separate transactions comprising:
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
Beauty Packaging to Sun Capital Partners (U.K.)
2009
Anglo American PLC (UK) in its $1.28 billion sale of its remaining stake in London-listed AngloGold Ashanti (South
Africa) to funds managed by Paulson & Co. (US)
Commerzbank (Germany) in its $14.4 billion acquisition of Dresdner Bank (Germany)
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
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
Integra/KOM9 consortium and Mainova (Germany) in its $4.2 billion acquisition of Thüga (Germany) from E.ON
(Germany)
PARIS RE (France) in its $2 billion combination with PartnerRe (Bermuda)
14 15
2008
Akzo Nobel (Netherlands) in its $16.1 billion acquisition of ICI (UK)
Caisse des Dépôts et Consignations (CDC) (France) in its $2.3 billion investment in Dexia
(Belgium)
Goldman Sachs (US) on its €345 million acquisition, together with Bridgepoint Capital (UK), of
Pret A Manger (UK)
Philips Electronics (Netherlands) in its $5.1 billion acquisition of Respironics (US)
Suez Environnement (France) in its $9.098 billion spin-off from Suez SA (France)
TOTAL (France) on its $473 million acquisition of Synenco (France)
2007
Allianz SE (Germany) on its $13.6 billion acquisition of Assurances Générales de France (AGF)
(France) of shares Allianz had not already owned
CVC Capital Partners Limited (Luxembourg) in the $2.14 billion acquisition of Univar N.V. by
Ulysses Luxembourg, a unit of CVC Capital Partners (UK)
CFF Recycling S.A. (France) in its $3.2 billion acquisition of Penauille Polyservices S.A. (PPS)
(France)
Osterreichische Post AG (Austria) and a consortium in its $4.2 billion acquisition of Bank
fuer Arbeit & Wirtschaft AG (BAWAG) (Austria)
Scottish Power plc (UK) in its $24.9 billion acquisition by Iberdrola S.A. (Spain)
Statoil ASA (Norway) on its $29 billion acquisition of the oil and gas business of Norsk Hydro
ASA (Norway)
Swisscom AG (Switzerland) on its $4 billion acquisition of FASTWEB S.p.A. (Italy)
Thomas Cook (formerly KarstadtQuelle) (Germany) on its acquisition of MyTravel (UK)
Intellectual Property and Technology Expertise
S ullivan & Cromwell’s Intellectual Property and Technology Group brings together lawyers from all aspects of the Firm’s practice to assist clients around the world
with the full spectrum of intellectual property and technology issues that confront today’s businesses.
OV E R V I E W
Our work includes enforcing patents, trademarks and other intellectual property rights against infringers and defending claims of infringement; negotiating, structuring and advising on transactions involving technology and intellectual property including complex patent licenses; assessing and managing intellectual property risks in various corporate transactions; providing advice regarding intellectual property protection and strategy; and obtaining security interests in intellectual property. We regularly advise and litigate with respect to the interplay of IP and competition law. Lawyers in our Intellectual Property Group are recognized as leading practitioners by prominent legal media including Chambers, Lawdragon, New York Super Lawyers, Northern California Super Lawyers and The Los Angeles Area’s Best Lawyers.
S E L E C T E D C L I E N T S
Recognized for its superior track record, S&C’s Intellectual Property Group is retained, 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 The Clearing House Association, Columbia University, Dyson, Eisai, France Telecom, j2 Global Communications, Mitsubishi, Mitsubishi UFJ Financial Group, MPEG LA, Novo Nordisk, NXP Semiconductors, Omnicom Group, Panasonic (f/k/a Matsushita Electric Industrial Co.), Philips Electronics, Sony, Technicolor (f/k/a Thomson), Tokio Marine 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.
16 17
“Sullivan & Cromwell maintains a highly
esteemed, transactions-oriented IP practice
group . . . [t]he team plays an important role
in transactions involving a signifi cant IP or
technology component . . . and is known for its
fl awless execution.”
I A M 2 5 0 , 2 0 1 1 / 2 0 1 2
Our attorneys have advised clients on intellectual property matters in a wide range of industries and technologies, including:
Technology:
software (including SaaS)
open source
mobile operators and devices
computing
networking/communications
imaging
services
Semiconductors:
fabless semiconductor design
integrated device manufacturing
foundry services
lithography equipment
components
cores
design tools
Internet and Digital Media::
advertising
search
social networking
content, including music
gaming
Life Sciences:
pharmaceuticals
biotechnology
medical devices
Clean Technology:
batteries
renewable energy, including solar and biofuels
green materials
Client Industries IP and Technology Transactions
S&C has signifi cant experience handling intellectual property issues that arise in M&A and 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 in Palo Alto, who advises clients on a wide range of corporate and transactional matters where intellectual property or technology issues are key. Recent representations include, among others:
Ongoing
Anheuser-Busch InBev in its pending $20.1 billion acquisition of the remaining stake it does
not already own in Grupo Modelo
CGI Group in its pending $3.1 billion acquisition of Logica plc
Collective Brands in its pending $2 billion sale to a consortium
2012
AT&T in its $950 million sale of AT&T Advertising Solutions and AT&T Interactive to an affi liate
of Cerberus Capital Management
Amgen in its $315 million acquisition of Kai Pharmaceuticals; $1.16 billion acquisition of
Micromet
Billabong in the $460 million sale of a 51.5% interest in Nixon, its watch and accessories
brand, to an investor group
DISH Network in its $1.4 billion acquisition of TerreStar Networks
HSBC Holdings in the $2.6 billion sale of its credit card and retail services business in the
United States to Capital One Financial Corporation
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
private sales of luxury goods in the U.S.
Amgen in its $1 billion acquisition of BioVex Group
Cúram Software in its acquisition by IBM
EchoStar Communications in its $2.5 billion acquisition of Hughes Communications
Michael Rubin, CEO of GSI Commerce, in the $2.4 billion acquisition of GSI Commerce by eBay
18 19
the Heyman family in its $3.2 billion sale of International Specialty Products (ISP) to Ashland
Intel in its patent cross-license and settlement agreement with NVIDIA Corporation
Microsoft in the creation of CPTN Holdings – a consortium of technology companies including
Apple Inc., EMC Corporation and Oracle Corporation – and the consortium’s acquisition of 882
patents and patent applications from Novell, Inc., in connection with Attachmate’s acquisition of
Novell
Panasonic in its $9.7 billion acquisition of the outstanding minority interests in SANYO Electric
Credit and Panasonic Electric Works
2010
Avon Products in the sale of its 75% ownership interest in its Avon Japan business for
approximately $90 million and pre-paid royalties for certain intellectual property licenses
Cablevision in its $1.4 billion acquisition of Bresnan Communications
IMS Health in its $5.2 billion acquisition by investment funds managed by TPG Capital and the
CPP Investment Board
McCartney Productions Limited in an agreement with Hewlett Packard to digitize and
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
2009
AdLINK Internet Media in its $41 million acquisition by Hi-media
Alibaba.com on U.S. law aspects in its acquisition of China Civilink
IT Holdings in its $133 million acquisition of SORUN
NXP in its strategic alliance with Virage Logic
an investor consortium led by Silver Lake Partners related to intellectual property and
licensing matters in connection with its $2 billion acquisition of a 65% interest in Skype
Technologies S.A. from eBay, Inc.
2008
Amgen in its $300 million sale of Amgen KK to Takeda Pharmaceutical Company
Digital Sky Technologies in its acquisition of a 15% stake, raising shareholding above 50%,
of Mail.ru
EchoStar Communications in its investment in TerreStar and its subsidiary, TerreStar
Networks
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
investment in Morgan Stanley
NXP in its $110 million purchase of the broadband media processing business of Conexant
Systems and its $85 million acquisition of GloNav
Samsung Electronics in its $5.6 billion proposed bid for SanDisk
Tokio Marine Holding, Japan’s oldest and largest property and casualty insurer, in its $4.7
billion acquisition of Philadelphia Consolidated Holding Corp. – at closing, the largest acquisition
by a Japanese company of a foreign fi nancial services fi rm
UnitedHealth Group in its sale of SecureHorizons Medicare Advantage HMO to Humana
2007
Amgen in its $300 million acquisition of Alantos Pharmaceuticals and its $420 million
acquisition of Ilypsa
Collective Brands in the $91 million acquisition of Collective Licensing International and the
$800 million purchase of Stride Rite
Fiserv in numerous transaction, including its $4.4 billion acquisition of CheckFree
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
and numerous trademarks
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)
20 21
IP and Technology Litigation
S&C’s Intellectual Property Group has deep experience in high-stakes intellectual property litigation across a wide range of industries. Representative litigation
engagements include:
counsel to CA, in its successful action for trade secret misappropriation and copyright
infringement in the Eastern District of New York against Rocket Software, Inc.
counsel to The Clearing House Payments Company, LLC, the operator of some of the
country’s major payments systems, in a successful patent litigation in the U.S. District Court for
the Eastern District of Texas brought by DataTreasury Corporation, asserting violation of patents
involving electronic check imaging activities
counsel to Collective Brands, Inc. (formerly Payless ShoeSource), in post-trial briefi ng,
strategy and settlement negotiations in connection with a trademark infringement lawsuit
brought by Adidas in the District of Oregon, as well as enforcing various Collective Brankd
patents
counsel to Dolby International AB, the Swedish subsidiary of Dolby Laboratories, in a
successful patent infringement action brought against Research in Motion, the maker of the
popular BlackBerry smartphone, regarding patents covering an advanced method of audio
compression
counsel to Dyson, in a series of signifi cant IP litigation matters including a successful patent
infringement trial
counsel to Eastman Kodak Company in its ongoing bankruptcy auction sale
counsel to Eisai, in a patent infringement action, successfully protecting Eisai’s patent on a
lucrative anti-ulcer drug against a generic manufacturer
counsel to the Financial Accounting Standards Board – the principal private sector
organization for establishing fi nancial accounting standards in the U.S. – and its governing body,
in an action brought by Silicon Economics, Inc., (“SEI”) relating to SEI’s patented method of
fi nancial accounting
counsel to General Electric, LG Electronics, Mitsubishi Electric, Samsung Electronics,
Thomson Licensing, The Trustees of Columbia University in the City of New York,
U.S. Philips Corp. and Victor Co. of Japan in an action fi led in the U.S. District Court for the
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 IntercontinentalExchange, Inc. (“ICE”), in an intellectual property action brought
by the New York Mercantile Exchange, Inc. (“NYMEX”) alleging copyright infringement and
violation of federal trademark laws
counsel to j2 Global Communications, in asserting Lanham Act trademark infringement,
patent infringement and false advertising claims in the U.S. District Court for the Central District
of California
counsel to MPEG LA and MPEG-2 and ATSC patent owners in various successful patent
infringement actions – The Am Law Litigation Daily named the partner in charge of MPEG LA
“Litigator of the Week” in 2010 for his successful role in its settlement of an action pertaining
to its MPEG-2 patent portfolio licensing program
counsel to Novo Nordisk in two consolidated patent infringement actions in the Eastern
District of Texas and the Southern District of New York, successfully proving infringement on
its patent
counsel to Philips, in numerous IP litigation matters, including actions involving Princo
Corporation, Gigastorage Corporation, Imation Corp., and Moser Baer
counsel to Samsung Electronics Co., Ltd., LG Electronics Inc. and the Trustees of Columbia University, in a patent infringement action against Petters Group Worldwide, LLC,
Polaroid Corporation and Westinghouse Digital Electronics, LLC
counsel to Security Mutual Life Insurance Company of New York and Archway Technology Services, Inc. in the coordination of post-trial proceedings and the potential
appeal of an adverse jury verdict in a trade secret misappropriation suit brought by Member
Services, Inc. (S&C was retained on this matter after the trial concluded.)
22 23
M&A and Intellectual Property and Technology Practices Key Partners
Michael DeSombreHong Kong+852 2826 [email protected]
Izumi AkaiTokyo+81 3 3213 [email protected]
Keiji HatanoTokyo+81 3 3213 [email protected]
Robert ChuMelbourne+61 3 9635 [email protected]
A S I A PA C I F I C
Korea Japan
Australia
China
Chun WeiHong Kong+852 2826 [email protected]
Garth BrayNew York / Tokyo+1 212 558 [email protected]
William Chua Hong Kong+852 2826 [email protected]
Michael DeSombreHong Kong+852 2826 [email protected]
Kay Ian NgHong Kong+852 2826 [email protected]
Gwen WongHong Kong / Beijing+852 2826 [email protected]
Joseph FrumkinNew York+1 212 558 [email protected]
James Morphy New York+1 212 558 [email protected]
Francis J. Aquila New [email protected]
Alison ResslerLos Angeles+1 310 712 [email protected]
Garrard Beeney New York+1 212 558 [email protected]
John EvangelakosNew York+1 212 558 [email protected]
Nader MousaviPalo Alto+1 650 461 [email protected]
Sergio J. GalvisNew York+1 212 558 [email protected]
T H E A M E R I C A S
U.S. A. Latin America
24
Tim EmmersonLondon+44 20 7959 [email protected]
Richard MorrisseyLondon+44 20 7959 [email protected]
Ben PerryLondon+44 20 7959 [email protected]
Dominique BompointParis+33 1 7304 [email protected]
Olivier de VilmorinParis+33 1 7304 [email protected]
William TorchianaParis+33 1 7304 [email protected]
Wolfgang FeuringFrankfurt+49 69 4272 [email protected]
Konstantin TechnauFrankfurt+49 69 4272 [email protected]
Carsten BerrarFrankfurt+49 69 4272 [email protected]
York SchnorbusFrankfurt+49 69 4272 [email protected]
E U R O P E
UK Germany
France
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