Thermo Fisher / Life Technologies
Thermo Fisher Scientific Inc. agreed to acquire rival laboratory equipment manufacturer Life Technologies Corp. for $13.6 billion in cash and assumed debt on April 15. The target’s stockholders will receive $76 a share, a 38 percent premium to Life Technologies’s closing price on January 17, the day before it announced that it was engaging in a strategic review.
The companies hope to close the deal early next year pending approvals from regulators and Life Technologies shareholders.
For acquiror Thermo Fisher Scientific Inc. (Waltham, Massachusetts)
In-House: General counsel Seth Hoogasian, deputy general counsel Jonathan Wilk, chief counsel–M&A and employment John Piccione, and associate general counsel Shar­on Briansky and Scott Mazur.
Wachtell, Lipton, Rosen & Katz: Corporate: Matthew Guest and associates Jacob Kling and Edward Lee. Executive compensation and benefits: Jeanne­marie O’Brien. Finance: associate Gregory Pessin. Tax: Joshua Holmes. (All are in New York.) Guest advised the company on its 2011 purchase of Dionex Corp. for $2.1 billion. Wachtell’s Edward Herlihy represented Thermo Electron Corp. in 2006 on its $12.8 billion merger with Fisher Scientific International Inc. Former Thermo board member Peter Manning had been the vice-chairman of strategic business development at FleetBoston Financial Corp., which tapped Wachtell when it was sold to Bank of America Corp. in 2003.
Wilmer Cutler Pickering Hale and Dorr: Corporate: David Redlick and Erika Robinson. Commercial finance: John Sigel and counsel Kathryn Bennett. M&A: Hal Leibowitz. (All are in Boston except for New York–based Robinson and Bennett.) Wilmer has long represented Thermo Fisher and advised the company last year on its $925 million purchase of One Lamba Inc. and in 2011 on its $3.5 billion purchase of Phadia AB from Cinven Ltd.
For target Life Technologies Corp. (Carlsbad, California)
In-House: Chief legal officer John Cottingham and head of M&A, governance, and securities David Szekeres.
Cravath, Swaine & Moore: Corporate: Richard Hall, Minh Van Ngo, and associates Rachael Coffey, Stephanie Gallina, and Raku Raku. Tax: Michael Schler and asso­ciates Jonathan Grossman and Kara Mungovan. Executive compensation and benefits: Eric Hilfers, practice area attorney Michael Krasnovsky, and associate Matthew Cantor. Environmental: Matthew Morreale. Intellectual property: David Kappos and asso­ciate Gregory Baden. Antitrust: Christine Varney and associates Sharonmoyee Goswami and Margaret Segall. (All are in New York.)
Norton Rose: Antitrust: Martin Cole­man and senior associate Ian Giles. (Both are in London.)
KKR / Gardner Denver
KKR & Co. L.P. announced on March 8 that it would pay $3.9 billion in cash and assumed debt for Gardner Denver Inc., which makes compressors, liquid ring pumps, and blowers for industrial customers. The target’s stockholders stand to receive $76 per share in cash, a 39 percent premium to Gardner Denver’s closing price on October 24, the day before it announced that it was considering strategic alternatives.
The parties hope to close the deal in the third quarter pending approvals from regulators and Gardner Denver shareholders.
For acquiror KKR & Co. L.P. (New York)
Simpson Thacher & Bartlett: M&A: Andrew Calder, Sean ­Rodgers, and associates Jay Blackman, Matthew Gabbard, John Kupiec, Rhett Van Syoc, and Erik Ping Wang. Credit: James Cross and associates Adam Shapiro and Nicole Tague. Capital markets: Richard Fenyes. Antitrust: Joseph Tringali, David Vann, senior counsel Michael Naughton, and associates Ellen Frye and Étienne Renaudeau. Environmental: Senior counsel Adeeb Fadil and asso­ciate Timothy Mulvihill. Executive compensation and employee benefits: Andrea Wahlquist and associate Patricia Adams. Real estate: counsel Krista McManus. Insurance: Senior counsel Elisa Alcabes. Tax: Nancy Mehlman and associate Jodi Sackel. (All are in New York except for Houston-based Calder, Blackman, and Van Syoc and London-based Vann and Renaudeau.) Simpson is KKR’s regular outside counsel. KKR’s general counsel David Sorkin is a former Simpson partner.
For target Gardner Denver Inc. (Wayne, Pennsylvania)
In-House: General counsel Brent Walters, assistant general counsel Marec Edgar, senior corporate counsel–global compliance Lindsay Glasgow, senior counsel Bradley Wideman, and corporate counsel Jennifer Karpe.
Skadden, Arps, Slate, Meagher & Flom: M&A: Stephen Arcano, Richard Grossman, and asso­ciates Christopher Barlow and Claire James. Executive compensation and benefits: Neil Leff and associates Liesl Finn and Laura McIntyre. Tax: David Rievman and asso­ciate Rebecca Brown. Banking: Robert "Rob" Copen and associate Markus Meuller. (All are in New York.)
Baker & McKenzie: M&A: Edward Harrison and Dieter Schmitz. Antitrust: H. Stephen Harris Jr. and associates John Fedele and Michael Vukich. (All are in Chicago except for Washington, D.C.–based Harris and Fedele.)
GE / Lufkin Industries
General Electric Co. agreed to buy oil field services company Lufkin Industries Inc. for $3.3 billion in cash on April 8. Lufkin stockholders will receive $88.50 a share, a 38 percent premium to the target’s closing price on April 5, the last trading day before the deal’s announcement.
The companies hope to close the deal in the second half of the year pending approvals from regulators and Lufkin shareholders.
For acquiror General Electric Co. (Fairfield, Connecticut)
In-House: At General Electric Co.: senior counsel–transactions Briggs Tobin. At GE Oil & Gas: executive counsel–M&A George Flemma.
Weil, Gotshal & Manges: Corporate: Howard Chatzinoff, Danielle Do, P.J. Himelfarb, R. Jay Tabor, and associates Elliot DeRemer, Adé Heyliger, Joanna Jia, and Monty Ward. Technology and intellectual property transactions: Charan Sandhu and associates Marisa Geiger and Janell Wise. Real estate: Samuel Zylberberg and associate John Goldman. Tax: Kimberly Blanchard, Chayim Neubort, and associates Mark Dundon and Eric Remijan. Executive compensation and employee benefits: Michael Kam and asso­ciate Henry Neading. Environmental: David Berz and associate Matthew Morton. International arbitration and trade: Charles "Chip" Roh. Litigation: Steven Tyrrell. Employment litigation: associate Courtney Fain. Financial institutions regulatory: associate Timothy Welch. (All are in New York except for the following. Himelfarb, Tabor, DeRemer, Ward, and Dundon are in Dallas. Heyliger, Berz, Morton, Roh, Tyrrell, and Welch are in Washington, D.C.) Weil is GE’s regular outside M&A counsel.
For target Lufkin Industries Inc. (Lufkin, Texas)
In-House: General counsel Alejandro "Alex" Cestero and corporate counsel M. Keith Gee.
Bracewell & Giuliani: Corporate: Gary Orloff, Michael Telle, R. Daniel Witschey, and associates Harrison Bolling, Clay Brett, Marcus Friedman, Erica Hogan, Benjamin Martin, Zackary Ring, and Caroline Wells. Tax: Lance Behnke and associate Elizabeth Brummett Behncke. Employment law: Robert Nichols. Employee benefits and executive compensation: Bruce Jocz and associate Allison Perry. Environmental: Tim Wilkins and senior counsel Scott Sherman. Compliance and regulatory: senior counsel Josh Zive. Antitrust: Daniel Hemli. Intellectual property: asso­ciate Glenn Strapp. Litigation: Stephen Crain. Finance: associate Rebecca Keep. (All are in Houston except for the following. Behnke is in Seattle. Friedman, Hemli, and Keep are in New York. Wilkins is in Austin. Zive is in Washington, D.C.) Cestero once practiced at Bracewell. The firm began representing Lufkin last September following a beauty contest.
Marcus is senior writer for TheDeal.com. Email: firstname.lastname@example.org.