Jefferies and SMBC’s Expansion of Strategic Alliance

On April 27, 2023, Deutsche Börse AG, an international exchange organization and market infrastructure provider, and SimCorp A/S, which offers a front‑to‑back investment management platform and ecosystem used by asset owners and managers, entered into a binding agreement pursuant to which Deutsche Börse AG will make an all cash voluntary recommended public takeover offer to acquire all the shares (except treasury shares) in SimCorp A/S at a price of DKK 735.0 per share, adjusted for any dividends or other distributions paid by SimCorp A/S prior to completion of the offer, valuing the entire issued capital of SimCorp A/S at €3.9 billion. In parallel to the takeover of SimCorp A/S, Deutsche Börse AG intends to combine its existing data & analytics subsidiaries Qontigo and ISS under one leadership. Upon completion of the offer, the intended combination of Qontigo/ISS and SimCorp A/S will be grouped within a newly created Investment Management Solutions segment. Cravath is representing Deutsche Börse AG as U.S. counsel in connection with the transactions.

On March 8, 2023, Airspan Networks Holdings (“Airspan”), a provider of software and hardware for 5G networks and a pioneer in end‑to‑end Open RAN solutions that provide interoperability with other vendors, announced the signing of definitive agreements for the sale of Mimosa Networks, Inc. (“Mimosa”) to Radisys Corporation (“Radisys”), a wholly owned subsidiary of Jio Platforms Limited, which is a subsidiary of Reliance Industries Limited, on a debt free, cash free basis. Cravath is representing Airspan in connection with the transaction.

On February 16, 2023, IFF, an industry leader in food, beverage, scent, health and biosciences, science and creativity, announced it has entered into an agreement to sell its Flavor Specialty Ingredients (“FSI”) business to Exponent, a leading UK‑based private equity firm, for $220 million in cash proceeds. FSI reports through IFF’s Scent division and is a leading manufacturer of synthetic and natural base aroma chemicals used in the flavor market. Cravath is representing IFF in connection with the transaction.

On February 6, 2023, RedHill Biopharma Ltd. (“RedHill”), a specialty biopharmaceutical company, announced the extinguishment of all RedHill’s debt obligations (including all principal, interest, revenue interest, prepayment premiums and exit fees) under the Credit Agreement between RedHill’s U.S. subsidiary RedHill Biopharma Inc. and HealthCare Royalty (“HCR”) dated February 23, 2020 (as amended) in exchange for the transfer of its rights in Movantik® (naloxegol) to Movantik Acquisition Co., an affiliate of HCR. Cravath is representing RedHill in connection with the transaction.