Executive Summary: Pfizer’s potential bid for AstraZeneca Plc provoked strong debate in the UK on the appropriate political oversight of corporate transactions, including concerns that the deal would result in research jobs and R&D investment being lost. This briefing outlines the main legal routes by which the assurances from Pfizer in respect of the UK … Continued
Highlights: On 19 May 2014, the PRC State Administration of Foreign Exchange (“SAFE”) introduced a more streamlined administrative regime for the giving of cross-border security. The validity of any cross-border security agreement is no longer subject to the prior approval, registration, and filing with SAFE, as well as other SAFE administrative requirements. For certain types … Continued
Main Article: On May 2, 2014, the British Columbia Securities Commission (the “BCSC“) determined to allow the shareholder rights plan of Augusta Resource Corporation (“Augusta“) to remain in effect for at least 156 days after the announcement of the unsolicited offer by HudBay Minerals Inc. (“HudBay“) to acquire the shares of Augusta. The BCSC order … Continued
Highlights: Valeant Pharmaceuticals and Pershing Square employed a troubling new tactic in their hostile bid for Allergan. The partnership between an activist hedge fund and a strategic acquirer enables a hostile bidder to establish a large beachhead stake more secretly, quickly and cheaply than before. This lowers the hostile bidder’s cost and enables to hedge … Continued
Executive Summary/Highlights: Global M&A volume in Q1 was US$756 billion, marking the second strongest quarter in the last three years and nearly double the volume of Q1 2013. Europe experienced a particularly strong resurgence in deal-making activity in Q1. If this trend persists, global M&A activity in 2014 could reach US$3 trillion, which would be … Continued
Highlights: During 2013, M&A deals in which at least one party was a Japanese company grew by approximately 10.8% from the previous year, the second consecutive year of growth in M&A deal volume. Several large-scale and cross-border deals were completed, including (i) the combination of Applied Materials, Inc. and Tokyo Electron Limited to create a … Continued
Executive Summary: In the presentation below, the authors review key legal (including corporate, commercial, tax and regulatory) and business issues that arise when negotiating and drafting acquisition agreements in Canada which, except for the Canadian regulatory issues, have universal application. The presentation focuses primarily on negotiated acquisition agreements of assets or shares of private companies … Continued
Editor’s Note: David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz specializing in the areas of mergers and acquisitions and complex securities transactions. The attached article by Mr. Katz and Laura A. McIntosh was first published in the New York Law Journal on March 27, 2014; the full article, including footnotes, is … Continued
Executive Summary: In recent months, there has been a renewed legislative effort to enable the offering of units (“Units”) of foreign mutual funds (including exchange traded funds, or ETFs) (each, a “Fund”) in Israel. The proposed legislation will allow foreign Fund managers who meet certain criteria to publicly offer Units in Israel. Main Article: Currently, … Continued
Main Article: On April 2, 2014, Osisko Mining Corporation announced a superior alternative to Goldcorp Inc.’s unsolicited offer for Osisko in the form of a partnership with Yamana Gold Inc. resulting in Osisko’s shareholders receiving cash and share consideration with an implied value representing a 22% premium to Goldcorp’s offer. This transaction was announced 79 … Continued
