Four Decades for Justice
On April 24, 2019, Occidental Petroleum Corporation (“Occidental”) delivered a letter to the Board of Directors of Anadarko Petroleum Corporation (“Anadarko”) setting forth the terms of a superior proposal by Occidental to acquire Anadarko for $76.00 per share, which represents a premium of approximately 20% to the value of Anadarko’s pending transaction as of April 23, 2019. The 50‑50 cash and stock transaction is valued at $57 billion, based on Occidental’s closing price on April 23, 2019, including the assumption of net debt and book value of non‑controlling interest. Cravath is representing Occidental in connection with the proposal.
The Cravath team is led by partners Faiza J. Saeed and George F. Schoen and includes associates Daniel J. Cerqueira, Claudia J. Ricciardi and Joel B. Tay on M&A matters; partner Lauren Angelilli and associates Arvind Ravichandran, Richard Bohm and Jiyeon K. Barta on tax matters; partner Eric W. Hilfers, practice area attorney Romica Singh and associates Sarah W. Colangelo and Jana I. Hymowitz on executive compensation and benefits matters; partner Christine A. Varney, senior attorney Jesse M. Weiss and practice area attorney Kate F. Stamell on antitrust matters; partner Craig F. Arcella and associate Douglas C. Dolan on capital markets matters; partner Michael S. Goldman and associate Emily C. Weiss on banking matters; partner David J. Kappos and associate Kathryn‑Ann Stamm on intellectual property matters; partner Matthew Morreale and senior attorney Annmarie M. Terraciano on environmental matters; and senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters. Mose Hogan III also worked on M&A matters and Dixing Tang 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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