Mergers and Acquisitions

On December 8, 2025, Paramount, a Skydance Corporation (“Paramount”), announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. (“WBD”) for $30.00 per share in cash, equating to an enterprise value of $108.4 billion. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. Cravath is representing Paramount in connection with the transaction.

On December 6, 2025, Viatris Inc. (“Viatris”), a global healthcare company, announced it has entered into definitive agreements with Biocon Limited (“Biocon”) for the sale of Viatris’s equity stake in Biocon Biologics Limited. Under the definitive agreements, Biocon will acquire all of Viatris’s convertible preferred equity in Biocon Biologics Limited for a total consideration of $815 million, consisting of $400 million in cash and $415 million in newly issued equity shares of Biocon. Cravath is representing Viatris in connection with the transaction.

On November 25, 2025, Robinhood Markets, Inc. (“Robinhood”) announced it is extending its prediction markets offering through a new joint venture and partnership with Susquehanna International Group (“Susquehanna”) to operate a CFTC-licensed exchange and clearinghouse. Robinhood will serve as the controlling partner. The independent joint venture will serve Futures Commission Merchant platforms with futures and derivative products, including prediction markets. The venture will accelerate delivery of its services by acquiring MIAXdx, a CFTC-licensed Designated Contract Market, Derivatives Clearing Organization and Swap Execution Facility, and wholly-owned subsidiary of Miami International Holdings, Inc. (“MIAX”). MIAX will remain invested through a strategic 10% equity stake in the exchange. Cravath is representing Robinhood in connection with the transaction.

On November 18, 2025, Axalta Coating Systems Ltd. (“Axalta”) and Akzo Nobel N.V. announced that they have entered into a definitive agreement to combine in an all‑stock merger of equals, creating a premier global coatings company with an enterprise value of approximately $25 billion. Cravath is representing Axalta in connection with the transaction.

On November 17, 2025, Johnson & Johnson announced it has entered into a definitive agreement to acquire Halda Therapeutics OpCo, Inc., a clinical‑stage biotechnology company with a proprietary Regulated Induced Proximity TArgeting Chimera (RIPTACTM) platform to develop oral, targeted therapies for multiple types of solid tumors, including prostate cancer, for $3.05 billion in cash. Cravath is representing Johnson & Johnson in connection with the transaction.

On December 11, 2025, Cravath partner Andrew T. Davis participated in “Tax Strategies for Corporate Acquisitions, Dispositions, Spin‑Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2025,” a program presented by the Practising Law Institute from December 10‑12 in Los Angeles. The program reviewed the tax issues presented by major corporate transactions, including single‑buyer acquisitions of a division or subsidiary, multi‑party joint ventures, cross‑border mergers and complex acquisitions of public companies with domestic and foreign operations. Andrew spoke on a panel entitled “Impact of the Corporate Alternative Minimum Tax (“CAMT”) on M&A Transactions,” which explored the CAMT rules and consequences for taxable and tax‑free acquisitions and dispositions, including spin‑offs, and reviewed the calculation of alternative minimum taxable income and other key issues addressed or unaddressed by IRS guidance.

On December 8, 2025, Cravath partner Daniel J. Cerqueira was featured as a 2025 M&A MVP by Law360, which highlighted his role representing clients on numerous high-profile deals including Wiz in its $32 billion acquisition by Google and the Paramount Special Committee in Paramount’s $28 billion merger with Skydance. In the profile, Dan discussed helping clients navigate complex transactions in an unpredictable year for dealmaking and the “mix of contractual negotiation and technical skills, as well as a lot of strategic and tactical advice” that drew him to M&A early in his career. Dan also shared his advice for junior associates, noting “the importance of attention to detail, and making sure that you are confident in your work,” and encouraging them to “see the big picture, ask questions and really pay attention to the other parts of the deal,” as “the more curious and engaged you are, the quicker you'll advance.”

On December 9, 2025, Cravath was recognized by the Financial Times in connection with its annual “North America Innovative Lawyers” report, which showcases “the most innovative work and legal services that lawyers have developed for clients in North America.” The Firm received “Highly commended” honors in the “Dealmaking” category for its representation of Vista Outdoor in its $1.125 billion sale of Revelyst to SVP and $2.225 billion sale of The Kinetic Group to CSG.

On December 3, 2025, Cravath partner Daniel J. Cerqueira participated in the International Bar Association’s 10th Annual Corporate Governance Conference, which was held December 3‑4 in Frankfurt, Germany. Dan co‑chaired a session entitled “Shareholder Rights and Activism: What Were the Highlights of 2025 and What to Expect for 2026,” which included a review of the most notable activist campaigns from 2025, highlighting their impact on corporate strategies and shareholder value, regulatory developments which have the potential to influence the direction of activist campaigns and the trend of global activist campaigns including the increased role of U.S. activist investors in European markets.

On November 13, 2025, Cravath European counsel Nicoleta D. Lupea delivered a guest lecture at Sciences Po Law School in Paris as part of the course entitled “Cross‑border M&A Transactions,” which provided an overview of a deal cycle and explored the main themes that arise in international M&A transactions.