Bethany A.
Pfalzgraf

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 March 6, 2023, LexisNexis® Risk Solutions, part of RELX, a global provider of information‑based analytics and decision tools for professional and business customers, announced it has entered into a definitive agreement to acquire Human API, a leading provider of consumer‑driven health data to life insurance and healthcare customers. Cravath is representing RELX in connection with the transaction.

On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.

On August 8, 2022, Global Blood Therapeutics, Inc. (“GBT”), a biopharmaceutical company dedicated to the discovery, development and delivery of life‑changing treatments that provide hope to underserved patient communities, starting with sickle cell disease, and Pfizer Inc. (“Pfizer”) announced that the companies have entered into a definitive agreement under which Pfizer will acquire GBT. Under the terms of the transaction, Pfizer will acquire all the outstanding shares of GBT for $68.50 per share in cash, for a total enterprise value of approximately $5.4 billion, including debt and net of cash acquired. Cravath is representing GBT in connection with the transaction.

On March 30, 2023, The Deal named Cravath partner Bethany A. Pfalzgraf among the “2023 Top Women in Dealmaking.” The honorees, which are nominated by their peers and The Deal’s researchers, are attorneys who have “displayed excellence in their respective legal fields including mergers and acquisitions (M&A), private equity, restructuring and activist investing.” Eligible lawyers must “have shown the ability to navigate complex transactions over the past 12 months while maintaining strong client relationships, and leading in and out of the boardroom.”