Four Decades for Justice
On January 30, 2014, Dassault Systèmes, the 3DEXPERIENCE Company, the world leader in 3D design software, 3D Digital Mock Up and Product Lifecycle Management (PLM) solutions, and Accelrys, Inc., a leading provider of scientific innovation lifecycle management software for chemistry, biology and materials, announced the signing of a definitive merger agreement for Dassault Systèmes to acquire San Diego‑based Accelrys, Inc. Cravath represented Dassault Systèmes in connection with this transaction.
Under the terms and conditions of the merger agreement, Dassault Systèmes will make an all cash tender offer for all of the outstanding shares of Accelrys common stock at a price of US$12.50 per share, representing a fully diluted equity value for Accelrys of approximately US$750 million. Dassault Systèmes intends to acquire any shares of Accelrys not tendered into the tender offer, via a merger as soon as practicable after the closing of the tender offer.
The Cravath team included partners Andrew R. Thompson and George E. Zobitz and associate Alan G. Grinceri on M&A matters; partner Michael L. Schler and associate Rachel H. Kiwi on tax matters; partner Eric W. Hilfers and practice area attorney Michael Krasnovsky on executive compensation and benefits matters; practice area attorney Robin C. Landis on antitrust matters; and partner David J. Kappos and practice area attorney Anthony N. Magistrale on intellectual property matters. Matthew G. Jones and Ashley N. Hughes also worked on M&A matters and Michael C. Lucien Jr. also worked on executive compensation and benefits 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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