Activision Blizzard / Vivendi
Activision Blizzard Inc. took advantage of Vivendi SA’s restructuring by agreeing on July 26 to buy back a 35 percent stake from the French conglomerate. Activision will pay a total of $5.8 billion, or $13.60 a share, a 10 percent discount to its closing price on July 25.
ASAC II LP, an investment group led by Activision CEO Robert Kotick and cochairman Brian Kelly, will pay $2.34 billion for another 172 million Activision shares, which will leave it with a 24.9 percent stake in the maker of video games World of Warcraft and Call of Duty. ASAC’s financial backers include Davis Advisors, Leonard Green & Partners L.P., Chinese video games publisher Tencent Holdings Ltd., and an unnamed “global institutional investor.” Vivendi will retain a 12 percent stake in Activision.
Vivendi acquired the controlling stake in 2008 when it combined its Blizzard Entertainment unit with Activision [Big Deals, March 2008]. But Vivendi has been selling off stakes in its subsidiaries because of difficulties at its telecommunications unit. The parties hope to close the deal in September.
For acquiror Activision Blizzard Inc. (Santa Monica)
In-House: Chief legal officer Chris Walther, chief compliance officer Jeffrey Brown, senior vice president–corporate affairs, and counsel Daniel Kirschner.
Skadden, Arps, Slate, Meagher & Flom: M&A: Peter Atkins, Neil Stronski, counsel Timothy Fesenmyer, and asso­ciate Dohyun Kim. Tax: David Rievman, Matthew Rosen, and associate Nathan Giesselman. Banking: Robert Copen. Corporate finance: Richard Aftanas. Executive compensation and benefits: Neil Leff. (All are in New York except for Palo Alto–based Giesselman.) Skadden represented Activision on its 2008 sale of a controlling stake to Vivendi.
For the special committee of Activision’s board of directors
Wachtell, Lipton, Rosen & Katz: Corporate: Adam Emmerich, DongJu Song, and associates Jenna Levine, Viktor Sapezhnikov, and Marshall Shaffer. Tax: Jodi Schwartz and associate Michael Sabbah. Finance: Eric Rosof and associates Gregory Pessin and Peter Zuckerman. Executive compensation and benefits: Jeannemarie O’Brien and asso­ciate Kate Napalkova. Litigation: William Savitt. (All are in New York.)
For ASAC II LP
Sullivan & Cromwell: Corporate: Richard Pollack, Alison Ressler, special counsel Yael Balsam and Lisa Murison, and asso­ciates Scott Campbell and Scott Crofton. Financing: Erik Lindauer and associates Youhao Dong and Jane Edwards. Antitrust: Juan Rodriguez and special counsel Eric Queen. Tax: Diana Wollman and special counsel David Passey. (All are in New York except for the following: Ressler, Murison, and Campbell are in Los Angeles. Rodriguez is in London.)
For seller Vivendi SA (Paris)
In-House: At Vivendi Universal SA: head of legal department Frédéric Crépin.
Gibson, Dunn & Crutcher: Corporate: Ruth Fisher, Mark Lahive, Peter Wardle, and associates Matthew Dubeck and Maricel Montano. Tax: Hatef Behnia and associate Lorna Wilson. Finance: Andrew Cheng and Cromwell Montgomery. Antitrust: counsel Andrew Cline. Securities: Brian Lane. (All are in Los Angeles except for Washington, D.C.–based Cline and Lane.) Fisher advised Vivendi on its purchase of Activision. She has represented Vivendi subsidiary Universal Music Group and also represented Vivendi Universal Entertainment in the 2004 transaction in which Vivendi sold 80 percent of the unit to General Electric Co. At the time, she was a partner at Munger, Tolles & Olson.
Richards, Layton & Finger: C. Stephen Bigler. (He is in Wilmington.) Bigler also represented Vivendi on its purchase of Activision.
Perrigo / Elan
Elan Corp. plc agreed to sell itself to Perrigo Co. for $8.6 billion on July 29 after warding off a series of offers from RP Management LLC. Perrigo will pay $16.50 in cash and stock per Elan share, a 10.5 percent premium to the biotechnology company’s closing price on the last trading day before the deal was announced.
The deal would allow Perrigo to reincorporate in Ireland and cut its tax rate from about 30 percent to 17 percent. The parties hope to close the deal at the end of the year pending approvals from regulators, the Irish High Court, and shareholders.
For acquiror Perrigo Co. (Allegan, Michigan)
In-House: General counsel Todd Kingma, assistant general counsel David Mason and Andrew Solomon, and senior counsel James Larson.
Sullivan & Cromwell: Corporate: Matthew Hurd, Krishna Veeraraghavan, and associates Bernd Delahaye, Zachary Jacobs, Jennifer Lee, and William Magnuson. Tax: Ronald Creamer Jr., Andrew Mason, Davis Wang, and associates Guy Inbar and John Wildt. Executive compensation and benefits: Matthew Friestedt, special counsel Henrik Patel, and associates Joshua Lerner and Regina Readling. Investment Company Act: John Baumgardner Jr. Litigation: Adam Paris. (All are in New York except for Los Angeles–based Paris.) Sullivan was hired for the assignment based on recommendations from Kingma, accounting firm Ernst & Young, and Barclays, Perrigo’s investment bank.
Fried, Frank, Harris, Shriver & Jacobson: Capital markets: Stuart Gelfond and associate Mehri Shadman Valavi. Finance: J. Christian Nahr and associates Clinton Becker, Emanuel Clark, Omri Flicker, and Caroline Sandberg. Tax: Robert Cassanos and associate Kenneth Rosenfeld. (All are in New York except for Washington, D.C.–based Shadman.) Perrigo hired Fried Frank earlier this year for capital markets and financing work.
Morgan, Lewis & Bockius: Antitrust: Harry Robins, Izzet Sinan, Scott Stempel, of counsel Eva Rayle, and associate David Brenneman. (All are in Washington, D.C. except for Brussels-based Sinan and Frankfurt-based Rayle.) The firm represented Perrigo last year in its $285 million purchase of Sergeant’s Pet Care Products Inc.; in 2011 in its $540 million purchase of Paddock Laboratories Inc.; in 2010 in the $808 million purchase of PBM Holdings Inc.; and in 2004 in the $818 million purchase of Agis Industries Ltd.
Dillon Eustace: Corporate: Adrian Benson, Tom Carney, David Dillon, and Lorcan Tiernan. Banking: Conor Keaveny and James Richards. (All are in Dublin.)
For losing bidder RP Management LLC (New York)
Davis Polk & Wardwell: M&A: Phillip Mills and associates Brian Friedman, Michelle Galdos, Jennifer Green, Kristen Haase, and Siew Kwok. Financing: Joseph Hadley and associates Scott Herrig, Russ McCracken, and Kate Supnik. Litigation: Paul Mishkin, Antonio Perez-Marques, Lawrence Portnoy, and associates Jeremy Adler, Andrew Ditchfield, and Elyse Glazer. (All are in New York.) Mills worked with several of RP’s founders before they established the company 15 years ago and has contined to advise them since then. George Lloyd, formerly a Davis Polk associate, is RP’s head of corporate development and also acts as the company’s primary in-house lawyer.
Akin Gump Strauss Hauer & Feld: Corporate: Jeffrey Kochian and Bruce Mendelsohn. Tax: Stuart Leblang. (All are in New York.)
Matheson: Corporate: Fergus Bolster, George Brady, Tim Scanlon, and associates Alex Kelly and Madeline McDonnell. Tax: Joe Duffy, John Ryan, and Gerry Thornton. Banking: Libby Garvey and associate Sam Lyons. Asset management: Anne-Marie Bohan, Shay Lydon, and asso­ciate Charlotte Montgomerie. Antitrust: Bonnie Costelloe and Helen Kelly. (All are in Dublin, except for New York–based Ryan.)
For target Elan Corp. plc (Dublin)
In-House: General counsel John Given, deputy general counsel and chief legal officer–U.S. Gregory Bokar, deputy general counsel–corporate John Donahue, and associate general counsel Neil McLoughlin.
Cadwalader, Wickersham & Taft: Corporate: Christopher Cox, Gregory Patti Jr., senior attorneys Marissa Morelle and Daniel Zimmerman, and associate Shawna-Gay White. Tax: David Miller and Richard Nugent. Antitrust: special counsel Anne MacGregor and associate Ngoc Pham Hulbig. (All are in New York except for Brussels-based MacGregor and Charlotte, N.C.–based Hulbig.) Cox advised Elan earlier this year on the $3.25 billion sale of its rights to the multiple sclerosis drug Tysabri to Biogen Idec Inc.; in 2011 on the sale of its drug technologies unit to Alkermes Inc. for $961 million; and in 2009 on the $1 billion sale of an 18.4 percent stake in the company to Johnson & Johnson. Cox joined Cadwalader from Cahill, Gordon & Reindel last year.
A&L Goodbody: Corporate: Alan Casey, Cian McCourt, and senior associate Ronan Lyons, and associates Lyndsey Falconer, Emma Heffernan, Michelle Hughes, Deirdre Geraghty, Darragh O’Dea, and Yvonne Sheehy. Tax: Paul Fahy. Employee benefits: Keavy Ryan and associate Chris Comerford. Antitrust: Alan McCarthy. Litigation: Enda Hurley and associate Lucy Lynch. (All are Dublin-based except for New York–based McCourt and Falconer.) The firm has worked for Elan for 30 years and was cocounsel in the Biogen, Alkermes, and Johnson & Johnson deals.
Commmunity Health / Health Management
Community Health Systems Inc. agreed to buy Health Management Associates Inc. for $7.6 billion in cash, stock, and assumed debt on July 31. The deal would create the largest hospital company in the United States, with 206 facilities, and the second-largest by revenue, with $18.9 billion. Health Management had been looking for a buyer since late 2012.
Community Health will pay $10.50 in cash and 0.06942 of a share for each Health Management share, consideration worth $13.78. That’s a 7.6 percent discount to the target’s July 30 closing price of $14.92.
The parties hope to close the deal by the end of the first quarter of 2014, pending approvals from regulators and shareholders.
For acquiror Community Health Systems Inc. (Franklin, Tennessee)
In-House: General counsel Rachel Seifert and chief litigation counsel Ben Fordham.
Kirkland & Ellis: Corporate: Michael Brueck, Thomas Christopher, Stephen Fraidin, and associates Andrew Baroody, Blake Gilson, Dylan Hanson, Jonathan Manor, Benjamin Ritzo, and Laura Sullivan. Debt finance: Ashley Gregory and associates Judson Oswald and Meredith Waters. Capital markets: Michael Kim, Joshua Korff, and associate Henry Ko. Tax: Steven Clemens and associate Vin Thorn. Executive compensation: Scott Price and associates W. Andrew Barton, Varsha Ghodasra, and Benjamin Panter. Employee benefits: Matthew Antinossi and asso­ciate Scott Steadman. Labor and employment: Tim Stephenson, of counsel John Irving, and asso­ciate Ashley James. Intellectual property: Lisa Samenfeld and associate David Lee. Real estate: Jennifer Morgan and associates Eric Meer and Taryn Reynolds. Environmental: Sara Webber and associate Stefanie Gitler. Litigation: Brigham Cannon, Charles Clark, Peter Doyle, Lisa LeCointe-Cephas, and associate Justin Sowa. Antitrust: Mark Kovner, Bilal Sayyed, and asso­ciate Marin Boney. (All are in New York, except for Washington, D.C.–based Stephenson, Irving, James, Webber, Gitler, Cannon, Clark, Kovner, Sayyed, and Boney, and Chicago-based Antinossi and Steadman.) Kirkland represented CHS in its $6.8 billion acquisition of Triad Hospitals Inc. in 2007 and its $3.3 billion unsolicited bid for Tenet Healthcare Corporation in 2010 and 2011.
King & Spalding: Health care litigation and investigations: Richard Shackelford. Health care regulatory: Constance “Connie” Fore Dotzenrod, Robert “Rob” Keenan III, senior associates Lora Greene and Catherine Stern, and associate Kerrie Howze. (All are in Atlanta except for New York–based Greene.)
Robbins, Russell, Englert, Orseck, Untereiner & Sauber: Litigation: Richard Sauber and Michael Waldman. (Both are in Washington, D.C.) Sauber and Waldman have represented the company on investigatory and litigation matters since the 1990s, when they were partners at Fried, Frank, Harris, Shriver & Jacobson, along with Kirkland’s Stephen Fraidin.
For target Health Management Associates Inc. (Naples, Florida)
In-House: General counsel Steven Clifton.
Weil, Gotshal & Manges: M&A: Michael Aiello, Matthew Gilroy, and associates Sachin Kohli, Frank Martire, Faraz Rana, Mike Ray, and Steven Sun. Capital markets: Matthew Bloch and associates Maria Lennox and Andrew Woodworth. Banking and finance: Douglas Urquhart and asso­ciate Philip Ratner. Antitrust: Steven Bernstein and counsel Vadim Brusser and John Sipple Jr. Tax: Helyn Goldstein and associate Andrew Pelzer. Employee benefits: Paul Wessel and associates Adam Mendelowitz and Eric Schecter. Technology transactions: Charan Sandhu, associates Marisa Geiger and Violetta Kokolus. (All are in New York except for Washington, D.C.–based Bernstein, Brusser, and Sipple.) Aiello knew two HMA directors from their tenures at other companies.
David Marcus is a senior writer for TheDeal.com. He can be reached at email@example.com.