Andrew M.
Wark

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

On February 2, 2023, FS Investments, a pioneer in the democratization of alternative investments with more than $35 billion in assets under management, and Portfolio Advisors, a global middle‑market private asset specialist with more than $38 billion in assets under management, announced they have entered into a definitive agreement to combine their firms. The combined company will be poised for growth with over $73 billion in assets under management, including a significant permanent capital base, and a robust distribution platform. Cravath is representing FS Investments in connection with the transaction.

On January 20, 2023, ViewRay, Inc. (“ViewRay”), which designs, manufactures and markets the MRIdian® MRI‑Guided Radiation Therapy System, announced that it has reached an agreement with Hudson Executive Capital LP (“HEC”), a New York City‑based value‑oriented investor, to appoint a senior investment analyst and representative of HEC as an observer of the ViewRay Board of Directors (the “Board”), effective as of January 20, 2023. ViewRay has also agreed that the Board will appoint that observer to fill any vacancy on the Board arising during the term of the agreement. In connection with this announcement, ViewRay has also entered into a cooperation agreement with HEC, which currently owns approximately 8.7% of the Company’s outstanding common stock. Pursuant to its agreement with ViewRay, HEC has agreed to customary standstill and voting commitments, among other provisions. Cravath is representing ViewRay in connection with the agreement.

On November 7, 2022, Viatris Inc. (“Viatris”), a global healthcare company, announced it intends to create an ophthalmology franchise by acquiring Oyster Point Pharma (“Oyster Point”) and Famy Life Sciences.

On August 2, 2022, Cowen Inc. (“Cowen”) and TD Bank Group (“TD”) announced a definitive agreement for TD to acquire Cowen in an all-cash transaction with an enterprise value of $1.9 billion. Cravath is representing Cowen in connection with the transaction.

Cravath partners Andrew M. Wark and Margaret T. Segall authored a chapter for the International Comparative Legal Guide’s “Mergers & Acquisitions 2023,” which provides cross border insights into mergers and acquisitions and was published by Global Legal Group on March 16, 2023. The chapter, entitled “Key Drivers and Trends: Deal‑Making in an Era of Heightened Antitrust Enforcement,” examines how companies considering M&A transactions in the United States have faced an evolving antitrust landscape, including changed enforcement practices and merger review procedures.

Cravath partners George E. Zobitz, Paul H. Zumbro and Andrew M. Wark co‑authored the United States chapter of Lexology Getting The Deal Through’s “Distressed M&A 2023,” which was published in November 2022. The chapter surveys the current market climate and legal framework for distressed M&A and provides a comprehensive overview of these transactions. The authors address relevant considerations involving transaction structures and sale process, due diligence, valuation and financing, documentation, regulatory and judicial approvals, and dispute resolution.

On February 24, 2022, Cravath prepared a memo for its clients entitled “SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting,” which summarizes the agency’s proposed changes, released on February 10, 2022, to rules governing the filing deadlines and language for Schedules 13D and 13G beneficial ownership reports, the application of Regulation 13D‑G and the circumstances under which two or more persons have formed a “group” subject to beneficial ownership reporting obligations. The memo also provides an analysis of potential effects of the rules if implemented.

Cravath partners George E. Zobitz, Paul H. Zumbro and Andrew M. Wark co-authored the United States chapter of Lexology Getting The Deal Through’s “Distressed M&A 2022,” which was published in November 2021. The chapter discusses the current market climate for distressed M&A and provides a comprehensive overview of these transactions, including transaction structures and sale process; due diligence and mitigation of related risks; valuation and financing; and more.

On November 30, 2021, Cravath prepared a memo for its clients entitled “SEC Mandates Use of Universal Proxy Cards in Contested Director Elections,” which summarized the Securities and Exchange Commission’s recently adopted amendments to the federal proxy rules. The memo described how the new rules will differ from the current rules, reviewed certain potential impacts and encouraged companies to update their proxy procedures and coordinate with their advisors to comply with additional deadlines and procedural requirements.