Four Decades for Justice
On May 8, 2014, H. Lundbeck A/S (“Lundbeck”) and Chelsea Therapeutics International, Ltd. (“Chelsea”) announced that they have entered into a definitive agreement under which Lundbeck will acquire Chelsea. Cravath represented Lundbeck in connection with this transaction. Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Chelsea, whereby Chelsea stockholders will be offered an upfront payment and contingent value rights, representing a total potential consideration of up to US$7.94 per share, or US$658 million on a fully diluted basis.
The board of directors of Chelsea has unanimously approved the transaction, which is expected to close in the third quarter of 2014, subject to the tender of a majority of Chelsea’s outstanding shares in the tender offer and the receipt of customary regulatory approvals.
The Cravath team included partners Faiza J. Saeed and Ting S. Chen and associates Ankur N. Patel, Brendan M. Cottington and Jennifer Uren on M&A matters; partner Michael L. Schler and associate Jay S. Gill on tax matters; partner Matthew Morreale on environmental matters; partner David J. Kappos and associate Benjamin D. Landry on intellectual property matters; and practice area attorney Gary R. Eisenman on real estate matters. Matthew J. Bobby 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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