Neenah’s $3 Billion Combination with SWM

On March 1, 2022, Southwest Gas Holdings, Inc. (“Southwest Gas”) announced that its Board of Directors has unanimously decided to separate its wholly‑owned subsidiary, Centuri Group, Inc. (“Centuri”), from Southwest Gas. The separation is expected to occur within the next 9 to 12 months. As a standalone, independent company, Centuri, an unregulated utility services platform diversified across the U.S. and Canada, will be an industry leader at the forefront of infrastructure modernization. The separation will transform Southwest Gas into a fully regulated natural gas business. Cravath is representing Southwest Gas in connection with the decision to separate Centuri.

On March 1, 2022, Martin Marietta Materials, Inc. (“Martin Marietta”) announced that it has entered into a definitive agreement to sell certain West Coast cement and ready mixed concrete operations to CalPortland Company for $250 million in cash. The operations include the Redding cement plant, related cement distribution terminals and 14 ready mixed concrete plants located in California. Cravath is representing Martin Marietta in connection with the transaction.

On February 28, 2022, Viatris Inc. (“Viatris”) announced that it reached a definitive agreement with Biocon Biologics Limited (“Biocon Biologics”) to contribute its biosimilars portfolio to Biocon Biologics, which will become a uniquely positioned, vertically integrated company expected to be a global biosimilars leader. Under the terms of the agreement, Viatris will contribute to Biocon Biologics its biosimilars portfolio and related commercial and operational capabilities, amounting to 2022 estimated revenue of approximately $875 million and 2022 estimated adjusted EBITDA of approximately $200 million, in exchange for pre-tax consideration of up to $3.335 billion, which represents a transaction multiple of 16.5x of estimated 2022 biosimilars adjusted EBITDA. Cravath is representing Viatris in connection with the transaction.

On February 22, 2022, Taro Pharmaceutical Industries Ltd. (“Taro”), a multinational, science-based pharmaceutical company, and Galderma, the world’s largest independent dermatology company, announced they have signed a definitive agreement for Taro to acquire Alchemee, formerly The Proactiv Company, from Galderma. The agreement between Galderma and Taro includes Alchemee’s business and assets around the world, including the Proactiv brand. Cravath is representing Taro in connection with the transaction.