Four Decades for Justice
On August 27, 2012, IBM and Kenexa announced that the two companies have entered into a definitive merger agreement for IBM to acquire Kenexa in an all-cash transaction at a price of $46.00 per share, or a net price of approximately $1.3 billion. Cravath represented IBM in connection with this transaction. The acquisition, which is subject to Kenexa shareholder approval, applicable regulatory clearances and other customary closing conditions, is expected to close in the fourth quarter of 2012.
Kenexa is a leading provider of recruiting and talent management solutions. Kenexa brings a unique combination of Cloud-based technology and consulting services that integrates both people and processes, allowing organizations to create a smarter workforce across their most critical business functions.
The Cravath team included associate Deborah R. Eltgroth on M&A matters; partner Michael L. Schler, practice area attorney Michael Krasnovsky and associates Jonathan J. Katz and Michelle M. Garrett on executive compensation and benefits matters; partner Andrew W. Needham and associates J. Leonard Teti II, Neetin Gulati and Andrew Carlon on tax matters; and partner Matthew Morreale on environmental matters. Summer associate Daniel Cerqueira also worked on corporate matters.
Deals & Cases
February 20, 2024
Cravath represented IBM International Capital Pte. Ltd (“IIC”) and International Business Machines Corporation (“IBM”) in connection with IIC’s $5.5 billion registered notes offering. IBM is a guarantor of the notes. IIC is a wholly owned finance subsidiary of IBM, a globally integrated innovation company, serving the needs of enterprises and institutions worldwide. The transaction closed on February 5, 2024.
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
January 25, 2024
On January 18, 2024, IBM announced it has signed a definitive agreement to acquire application modernization capabilities from Advanced, bringing a combination of talent, tools and knowledge to enhance IBM Consulting’s mainframe application and data modernization services. Cravath is representing IBM in connection with the transaction.
Deals & Cases
December 18, 2023
On December 18, 2023, IBM announced that it has entered into a definitive agreement with Software AG, a company majority owned by Silver Lake, to purchase StreamSets and webMethods, Software AG's Super iPaaS (integration platform‑as‑a‑service) enterprise technology platforms, for €2.13 billion in cash. StreamSets will add data ingestion capabilities to watsonx, IBM's AI and data platform, while webMethods will give clients and partners additional integration and API management tools for their hybrid multi‑cloud environments. Cravath is representing IBM in connection with the transaction.
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