Four Decades for Justice
On October 27, 2014, Chiquita Brands International Inc. (“Chiquita”) and the Cutrale Group and the Safra Group announced a definitive merger agreement under which Cutrale‑Safra has agreed to acquire all the outstanding common shares of Chiquita for $14.50 per share in cash, or a total value of approximately $1.3 billion, including the assumption of Chiquita’s net debt. Cravath represented the Cutrale Group and the Safra Group in this transaction, which has been unanimously approved by the Chiquita Board of Directors and is expected to close by the end of the year or early 2015, subject to the satisfaction of customary closing conditions and regulatory approvals. Upon closing of the transaction, Chiquita will become a wholly owned subsidiary of Cutrale‑Safra and remain incorporated in New Jersey.
This definitive merger agreement follows a successful proxy solicitation by Cutrale‑Safra against the business combination transaction Chiquita entered into with Fyffes in March 2014. On August 11, Cutrale‑Safra proposed to acquire all of the outstanding stock of Chiquita at a price of $13.00 per share in cash to Chiquita shareholders. On August 28, Cutrale‑Safra began soliciting proxies against the Chiquita‑Fyffes transaction. On October 15, Cutrale‑Safra increased its offer to $14.00 per share in cash and on October 23 it increased its offer to $14.50 per share in cash. The following day, Chiquita announced that its shareholders had voted down the Fyffes transaction, and Chiquita and Fyffes terminated the Chiquita‑Fyffes transaction agreement.
The Cravath team was led by partners Richard Hall and Andrew R. Thompson and included associates Bomi Lee and Matthias M. Pitkowitz on M&A matters; partner James C. Vardell III and senior attorney Kimberly A. Grousset on banking matters; partner Christopher K. Fargo on tax matters; partner Eric W. Hilfers and associates Jonathan J. Katz and Julia L. Onorato on executive compensation and benefits matters; senior attorney Annmarie M. Terraciano on environmental matters; partner David J. Kappos and associate Nicholas A. Jackson on intellectual property matters; partner John D. Buretta and associates Megan Y. Lew and Owen J.M. Roth on regulatory matters; and practice area attorney Robin C. Landis on antitrust matters. Lee M. Blum also worked on M&A matters.
Deals & Cases
January 31, 2024
On January 31, 2024, Health Care Service Corporation (“HCSC”), the country’s largest customer‑owned health insurer, announced that it has signed a definitive agreement with The Cigna Group (“Cigna”) to acquire its Medicare Advantage, Medicare Supplemental Benefits, Medicare Part D and CareAllies businesses for a purchase price of $3.3 billion. Cigna’s Medicare plans currently serve 3.6 million Medicare members. Cravath is representing HCSC in connection with the transaction.
Deals & Cases
December 12, 2023
On December 11, 2023, HMS Networks AB (“HMS”), a global provider of industrial information and communication technology, announced it has entered into a binding agreement with Spectris Group Holdings Limited to acquire the Red Lion Controls business, a U.S.-based provider of industrial automation solutions, through the acquisition of 100 percent of the shares in Red Lion Controls Inc. and Red Lion Europe GmbH as well as certain assets in other jurisdictions, for a cash consideration of $345 million. Cravath is representing HMS as special U.S. counsel in connection with the transaction.
Deals & Cases
October 17, 2023
On October 17, 2023, Thermo Fisher Scientific Inc. (“Thermo Fisher”), the world leader in serving science, and Olink Holding AB (publ) (“Olink”), a leading provider of next generation proteomics solutions, announced that their respective boards of directors have approved Thermo Fisher’s proposal to acquire Olink for $26.00 per common share in cash, representing $26.00 per American Depositary Share in cash. Thermo Fisher will commence a tender offer to acquire all of the outstanding Olink common shares and all of the American Depositary Shares. The transaction values Olink at approximately $3.1 billion which includes net cash of approximately $143 million. Cravath is representing Thermo Fisher in connection with the transaction.
Deals & Cases
October 16, 2023
On October 16, 2023, Consolidated Communications Holdings, Inc. (“Consolidated Communications”), a top 10 fiber provider in the United States, announced it has entered into a definitive agreement to be acquired by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) in an all‑cash transaction with an enterprise value of approximately $3.1 billion, including the assumption of debt. Under the terms of the agreement, Searchlight and BCI will acquire all of the Consolidated common stock not already owned by Searchlight for $4.70 per share in cash. The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of Consolidated Communications’ Board of Directors (the “Special Committee”), advised by independent legal and financial advisors, formed to evaluate and consider the proposal and other potential strategic alternatives. The Board of Directors of Consolidated Communications, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee. Cravath is representing the Special Committee in connection with the transaction.
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