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Mergers & Acquisition
Sonnenschein’s Mergers & Acquisitions Practice represents domestic and non-U.S. companies (public and private), funds, financial institutions, boards of directors and special committees, and individual investors in their transactional activities. We have extensive experience advising on a full range of transactions on behalf of buyers, sellers and financial advisors. Many of our M&A attorneys have been recognized by Chambers USA: America’s Leading Lawyers for Business for our pragmatism and effective deal execution.
We provide comprehensive counsel on all types of domestic and cross-border transactions - both friendly and hostile - including in connection with:
- Stock Purchases
- Asset Purchases
- Mergers
- Spin-Offs
- Joint Ventures
- Strategic alliances
- Tender Offers
- Bank and thrift acquisitions and sales, including branches and branch network expansion
- Going Private Transactions
Our Mergers & Acquisitions attorneys routinely lead both middle-market deals as well as those involving Fortune 500 companies. In an environment in which access to funding is increasingly limited, our attorneys have devised innovative solutions to structuring financing arrangements.
We work in collaborative teams with our tax and regulatory attorneys to provide holistic counsel that takes into consideration both the client’s short and long term legal requirements and business objectives. Our clients benefit from our integrated platform of practices, enabling us to efficiently execute deals in a variety of industries, including technology, health care, media and communications, energy, building supply, consumer products and insurance. Of particular note is our specialized expertise advising on transactions supported by complex intellectual property assets.
In addition, we have decades of experience representing boards of directors and special committees in connection with the proper exercise of their duties, whether in the context of conflicts of interest, management retention or other business issues.
Some of our clients include: Sara Lee Corporation, Burberry, Ltd., The Allstate Corporation, Goldman Sachs & Co., Sony Corporation, Federal Deposit Insurance Corporation, The Icahn Group, Experian Holdings, Inc., Pequot Capital, Farmers Insurance Group, Spire Capital Partners, William Blair & Company, LLC, Draper Fisher Jurvetson, Zarlink Semiconductor Inc., The Jordan Company, ABN Amro Bank, N.A., Tribune Company, Morgan Stanley, Chas. Levy Circulating Company, Molex Incorporated.
Representative Transactions
- Represented William Blair & Co. as financial advisor to the William Wrigley Jr. Company in its acquisition by Mars, Inc. for $23 billion.
- Represented WellPoint, the nation’s largest health insurer, in its $6.5 billion acquisition of WellChoice, the Blue Cross insurer of five million people in New York and New Jersey.
- Represented Fresenius AG, the world’s largest provider of kidney dialysis services and products, it its $3.5 billion acquisition of Renal Care Group, a Tennessee-based public company and the fourth largest provider of dialysis services in the U.S.
- Represented ProLogis, the world’s largest owner, manager and developer of distribution facilities, in its $1.85 billion acquisition of a joint venture between Dermody Properties and CalSTERS.
- Represented Kansas City Southern, a holding company comprised of three primary railroads, in its $1.5 billion acquisition of TFM, S.A. de C.V. (Northeast Rail Lines in Mexico) by Grupo TFM.
- Represented Experian, a global information services company, in its $1.3 billion acquisition of up to 70 percent of the outstanding stock of Serasa, the largest credit reporting agency in Brazil and the fourth largest credit reporting agency in the world.
- Represented Great Universal Stores, P.L.C., a retail and business services group, in its $1.3 billion cash tender offer for all of the stock of Metromail Corporation.
- Represented Kellwood Co., a leading apparel marketer, in its acquisition for $882 million by Sun Capital Securities Group, a private equity fund. To consummate the transaction, Kellwood rescinded its debt tender offer and Sun Capital issues a tender offer at $21 per share.
- Represented William Blair & Company as financial advisor, in the $731 million merger of Procter & Gamble’s JIF and Crisco brands into the J. M. Smucker Company.
- Represented Molex Incorporated, the world’s second-largest manufacturer of electronic, electrical and fiber optic interconnection products and systems, in its $256 million acquisition of Woodhead Industries, an electrical components manufacturer, in a cash tender offer followed by a merger.
- Represented NewComm Wireless, a provider of cellular-phone services in Puerto Rico, in its $160 million sale to PR Wireless.
- Represented KapStone Paper and Packaging Corporation in the acquisition of the Kraft paper division of International Paper Company. KapStone’s acquisition subsidiary, KapStone Kraft Paper Corporation, a SPAC, made the purchase for approximately $155 million in cash, subject to certain closing and post-closing adjustments, plus an additional $60 million, to be paid over five years contingent on company performance.
- Represented Internet Photonics, Inc., a leading supplier of carrier-grade optical Ethernet transport and switching solutions, in CIENA Corporation’s $150 million acquisition of the firm. CIENA is a leading provider of global network solutions.
- Represented Zarlink Semiconductor, Inc., a leading provider of semiconductor solutions that drive the capabilities of voice, enterprise, broadband and wireless communications, in its $135 million acquisition of Legerity Holdings, Inc.
- Represented Signature Graphics, Inc., the market leader in the fleet graphics industry, and its shareholders in connection with the $130 million sale of 100 percent of the stock of Signature Graphics to Omnicom Group, Inc., an industry leader in marketing communications.
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