Publicis / Omnicom
Publicis Groupe SA and Omnicom Group Inc. shook up a sleepy summer weekend by announcing on July 28 that they would merge to form the world's largest advertising agency. The combined Publicis Omnicom Group (POG) would have a market capitalization of around $35 billion and annual revenues of $23 billion.
The two companies billed the deal as a merger of equals, and each set of shareholders will own 50 percent of the combined entity. Publicis shareholders will receive one POG share and €1 for each of their shares, while Omnicom stockholders will get 0.813 POG shares per Omnicom share. Both companies' stock fell slightly on the news.
The two companies will be combined under a Dutch holding company whose shares will be traded in both Paris and New York. The companies hope to close the deal in the fourth quarter of this year or the first quarter of 2014, pending approval from regulators and both sets of shareholders.
For merger partner Publicis Groupe SA (Paris)
In-House: General secretary Anne-Gabrielle Heilbronner-Lahoud, general counsel Eric-Antoine Fredette, and tax director Joelle Meyer.
Wachtell, Lipton, Rosen & Katz: Corporate: Adam Emmerich, Martin Lipton, Ante Vucic, of counsel Elliot Stein, and associates Tsz Hin Kwok, Edward Lee, and Sara Lewis. Tax: Deborah Paul and associate Michael Sabbah. Executive compensation and benefits: David Kahan, Michael Segal, and associate Michael Schobel. Finance: Eric Rosof and associates Michael Benn and Richard Barbour II. Antitrust: Ilene Gotts and asso­ciate Lori Sherman. (All are in New York.) Wachtell has advised Publicis for many years and represented it on its 2011 purchase of Rosetta Marketing Group LLC from New York private equity shop Lindsay Goldberg LLC for $575 million, its 2009 purchase of Razorfish Inc. from Microsoft Corp. for $530 million, its 2007 purchase of Digitas Inc. for $1.3 billion, and its 2002 purchase of BCom3 Inc. for $2.4 billion. Wachtell also represented Publicis in its creation in 1988 of a joint venture with Chicago advertising agency Foote, Cone & Belding Communications, and in the 1998 resolution of a dispute over the joint venture with Foote, Cone parent True North Communications Inc.
Darrois Villey Maillot Brochier: Corporate: Ben Burman, Jean-Michel Darrois, Olivier Diaz, Olivier Huyghues Despointes, and associates Hadrien Bourrellis and Katerina Seow. Tax: Vincent Agulhon and counsel Loïc Védié. Antitrust: Didier Théophile and associate Guillaume Aubron. (All are in Paris.) Darrois has been the company's regular outside counsel since the 1990s.
NautaDutilh: M&A: Leo Groothuis, Hein Hooghoudt, Matthijs Noome, and junior associate Helmer Klingenberg. Capital markets: José Weydert, Petra Zijp, and counsel Mark Mouthaan. Tax: Chris Warner, associate Janneke Speetjens, and junior associate Pedro Bruzzi Bezerra Paraguay. Corporate notarial: Marc Anker and senior associates Paul van der Bijl and Pieter van Drooge. (All are in Amsterdam except for Luxembourg-based Weydert.) Wachtell and Darrois tapped Nauta for advice on Dutch law.
For merger partner Omnicom Group Inc. (New York)
In-House: General counsel Michael O'Brien.
Latham & Watkins: M&A: Olivier du Mottay, Bradley Faris, Timothy FitzSimons, Mark Gerstein, Charles-Antoine Guelluy, and associate Marc Granger. Securities: Alexander Cohen and Joel Trotter. Litigation: Roger Goldman and Jeff Hammel. Tax: Nicholas DeNovio, Sean Finn, Xavier Renard, and Laurence Stein. Antitrust: Michael Egge and E. Marcellus "Marc" Williamson. Benefits and compensation: David Della Rocca. (All are in Washington, D.C., except for the following: Du Mottay, Guelluy, and Renard are in Paris. Faris, FitzSimons, and Gerstein are in Chicago. Hammel is in New York. Finn is in London. Stein is in Los Angeles. Egge is in Brussels.) Latham first represented Omnicom in 2005 on regulatory matters and has gone on to do litigation, corporate, and securities work for it.
De Brauw Blackstone Westbroek: M&A: Paul Cronheim, Martin van Olffen, senior associate Reinier Kleipool, and associates Tijmen Klein Bronsvoort and Joost Steenhuis. Capital markets and regulatory: Jan Willem Hoevers, senior associate Sander Kooijman, and associate Annick Houben. Tax: Frank Pötgens, Paul Sleurink, senior associate Sacha Leeman, and associate Ingrid Mensing. Employment: Barbara van Duren-Kloppert and senior associate Chiraz Muradin. (All are in Amsterdam.)
Shuanghui International / Smithfield Foods
Shuanghui International Holdings Ltd. agreed on May 29 to buy U.S. hog farmer and pork processor Smithfield Foods Inc. in what would the largest acquisition ever of a U.S. company by a Chinese entity. Shuanghui will pay $4.7 billion in cash, or $34 a share, for Smithfield, a 31 percent premium to the target's closing price on May 28. The Chinese meat processor will also assume $2.4 billion in debt, bringing the total deal value to $7.1 billion. Shuanghui will retain Smithfield's management, including current CEO C. Larry Pope.
Smithfield's brands include Armour, Gwaltney, and Margherita. The company also makes Smithfield ham, a smoked, aged, cured product defined in Virginia law since 1926—a decade before Joseph Luter and his son Joseph Jr. founded Smithfield Packing Co.
The parties hope to close the deal in the second half of the year, pending approvals from Smithfield shareholders and regulators, among them the Committee on Foreign Investment in the United States.
For acquiror Shuanghui International Holdings Ltd. (Hong Kong)
Paul Hastings: M&A: Garrett Hayes, Mario Ippolito, Vivian Lam, Raymond Li, Jeffrey Pellegrino, Carl Sanchez, and associates Donald Boyajian, Edward Holmes, Michael LaPlante, Laura McGurty, Fang Pei, Elizabeth Razzano, Dana Stepnowsky, Katherine Watlington, Felicia Yen, and Wilson Yiu. Finance: Michael Chernick. Global trade: Scott Flicker, Hamilton Loeb, and associate Ellen Holmes. Real estate: Thomas Mounteer. Employment: Erika Collins, Todd Duffield, and Stephen Harris. Environmental and energy regulatory: Charles Patrizia. Antitrust: C. Scott Hataway and Pierre Kirch. Tax: Alexander Lee. FCPA: associate Morgan Heavener. Complex litigation: associate Devon Winkles. (All are in Washington, D.C., except for the following: Hayes is in London. Ippolito, Pellegrino, Boyajian, Edward Holmes, Yen, Chernick, Collins, and Duffield are in New York. Lam, Li, Pei, Watlington, and Yiu are in Hong Kong. Sanchez, LaPlante, McGurty, and Razzano are in San Diego. Harris and Lee are in Los Angeles. Kirch is in Brussels.) Raymond Li landed the client.
Troutman Sanders: Corporate: R. Mason Bayler Jr., Coburn "Coby" Beck, and David Meyers. (All are in Richmond.) Smithfield Foods is incorporated in Virginia.
For Smithfield Foods Inc. (Smithfield, Virginia)
In-House: Chief legal officer Michael Cole and senior counsel Craig Dixon.
Simpson Thacher & Bartlett: M&A: Richard Beattie, Shaolin Luo, Patrick Naughton, Robert Spatt, and associates Jay Baviskar and Jakob Rendtorff. Executive compensation and employee benefits: Andrea Wahlquist and associate Eric Wolf. Antitrust: Kevin Arquit, senior counsel Michael Naughton, counsel Jayma Meyer, and associates William Kearney and Paul Sirkis. CFIUS: Peter Thomas and associates David Shogren and Andrew Winerman. Tax: Gary Mandel and associate Seojung Park. Environmental: senior counsel Michael Isby. Intellectual property: Lori Lesser and associate Rachel Farnsworth. Banking and credit: J. Alden Millard and associate Brian Korchin. Capital markets: Leiming Chen. (All are in New York except for the following: Luo and Chen are in Hong Kong. Kearney, Thomas, Shogren, and Winerman are in Washington, D.C.) Spatt first represented Smithfield on its 2000 bid for beef and pork producer IBP Inc., which ended up selling to Tyson Foods Inc. for $3.2 billion. In 2007 Spatt advised Smithfield when it paid $810 million for rival pork producer Premium Standard Farms Inc.
McGuireWoods: Corporate: James "J" Anderson III and David Oakey. Executive compensation and benefits: Steven Kittrell. (Anderson and Oakey are in Richmond. Kittrell is in Washington, D.C.)
Fangda Partners: Chen Ma. (He is in Beijing.)
MidAmerican / NV Energy
Warren Buffett may be 82 years old, but he's still growing his empire. MidAmerican Energy Holdings Co., a unit of Buffett's investment vehicle Berkshire Hathaway Inc., announced on May 29 that it had agreed to pay $5.6 billion for Nevada electric utility NV Energy Inc. MidAmerican will also assume $4.7 billion in NV Energy debt as part of the deal, which is the second-largest M&A agreement Berkshire has struck this year. The holding company also teamed with 3G Capital Inc. on the $28 billion purchase of H.J. Heinz Co., a deal that closed on June 7.
MidAmerican will pay $23.75 per NV Energy share, a 23 percent premium to the target's May 28 closing price. NV Energy will operate as a separate subsidiary of MidAmerican Energy Holdings Company and will retain its name and Las Vegas headquarters. The parties hope to close the deal in the first quarter of 2014 pending approvals from regulators and NV Energy shareholders.
For acquiror MidAmerican Energy Holdings Co. (Des Moines)
In-House: General counsel Douglas Anderson, assistant general counsel–MidAmerican Energy Holdings Co. Paul Leighton, assistant general counsel–PacifiCorp Jeffery Erb, and general counsel–MidAmerican Renewables Rob Lasich. PacifiCorp is a subsidiary of MidAmerican.
Gibson, Dunn & Crutcher: Corporate: Peter Hanlon, Robert Little, and asso­ciates Chris Babcock and Jonathan Whalen. Energy regulatory: William Hollaway, William Scherman, and senior counsel Janine Durand. Antitrust: Joseph Kattan. Employee benefits and executive compensation: Michael Collins and Stephen Fackler. Tax: David Sinak. Finance: Darius Mehraban. (All are in Washington, D.C., except for New York–based Hanlon and Mehraban; Dallas-based Little, Babcock, Whalen, and Sinak; and Palo Alto–based Fackler.) Hanlon represented the company on its $9.4 billion purchase of PacifiCorp. in 2005, when he was a partner at Willkie Farr & Gallagher. He moved to Gibson in 2011 and in that year represented MidAmerican on its purchase of Topaz Solar Farm from First Solar Inc., the terms of which were not disclosed.
Brownstein Hyatt Farber Schreck: Corporate: Albert Kovacs and Ellen Schulhofer. Utility regulatory: Jeffrey Crockett. (Kovacs and Schulhofer are in Las Vegas. Crockett is in Phoenix.)
For target NV Energy Inc. (Reno)
In-House: General counsel Paul Kaleta and associate general counsel Michael Eason.
Sidley Austin: Corporate: Thomas Cole, Matthew McQueen, Imad Qasim, and associates Bill Fay, Jed Rosenkrantz, and Adam Snyder. Employee benefits and executive compensation: Stewart Shepherd. Environmental law: Laura Leonard. Tax: Sharp Sor­ensen and associate Nikeisha Gentles. (All are in Chicago.)
Hogan Lovells: FERC issues: John Lilye­strom and of counsel Steven Agresta. Antitrust: Joseph Krauss. (All are in Washington, D.C.) Agresta has represented each of the companies where Kaleta has been general counsel.
Woodburn and Wedge: Corporate: Gregg Barnard. (He is in Reno.) The firm has represented NV Energy and its predecessors since the 1920s.
Choate, Hall & Stewart: Corporate: James McDaniel and associate Daniel Riley. (Both are in Boston.) The firm has been the longtime Securities and Exchange Commission and finance counsel for NV Energy and its predecessors.
Marcus is senior writer for TheDeal.com.