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More About Mergers and Acquisitions
- Capital Power Income L.P.: Advising on its C$1.1 billion acquisition by Atlantic Power Corporation.
- DragonWave Inc.: Advising on the acquisition of Nokia Siemens Networks’ (NSN) microwave transport business, including its associated operational support system and related support functions, and new credit facilities from Comerica Bank and EDC to support the acquisition and working capital requirements in the amount of up to US$60 million. The acquisition was a highly complex multijurisdictional transaction which, after an initial announcement in November 2011, was substantially renegotiated following the announcement of NSN's global restructuring in May 2012. The transaction was multidisciplinary and included the acquisition of intellectual property and other assets, outsourcing, equipment leasing, new strategic supply and R&D collaboration agreements between DragonWave and NSN, as well as the transfer of contract manufacturing and third-party supplier arrangements, establishment of new global subsidiaries including in Luxembourg, Italy and China, and tax and securities laws advice.
- EMI Group Ltd: Acting as US local counsel in connection with the sale of its worldwide music publishing operations to a consortium including Sony/ATV Music Publishing and the sale of its worldwide recorded music operations to Universal Music Group. The deal saw us advising, among other things, on the complex task of documenting numerous corporate transactions in order to separate the music publishing operations and recorded music operations from one another to make the successful separated sale possible.
- European Refreshments / The Coca-Cola Company: Representing European Refreshments, a wholly-owned subsidiary of The Coca-Cola Company, on acquisition of Nidan Juices, the fourth largest juice producer in Russia, from Lion Capital, a UK-based private equity fund. This acquisition will strengthen the Company’s commitment to Russia and exemplify its continued investment.
- Groupe Canal+: Advising on a strategic investment in TVN, a leading private media group, listed on the Warsaw Stock Exchange. This involved: (i) €230 million equity investment in TVN Group and strategic partnership with ITI Group, a shareholder controlling TVN, and (ii) €1.5 billion merger of Canal+’s and TVN’s satellite TV digital platforms in Poland. Groupe Canal+ will pay a total cash consideration of around €230 million for a 40 percent minority stake in N-Vision, which indirectly owns a 51 percent majority stake in TVN, with an option to buy the rest of the stake over time. ITI Group will continue to own the remaining 60 percent controlling stake in N-Vision. The satellite TV platforms of Canal+ and N-Vision are to be merged to create a leading premium TV platform in Poland.
- Multinational oil company: Advising on the sale of Natural Gas Liquids (NGL) business to Plains Mainstream Canada ULC, a wholly owned subsidiary, for $1.67 billion. This is the most recent of several billion-dollar-plus transactions where Dentons has partnered with the oil company. The NGL business owns, operates and has contractual rights to assets that run the gamut of production and distribution functions, from extraction though to wholesale distribution of NGL products across Canada and in the Midwest United States. Among the assets, for example, are approximately 4,000 kilometers of pipeline systems and a storage capacity of 21 million barrels of NGLs.
- National Oilwell Varco, Inc.: Advising on a transaction where CE Franklin announced that it had entered into an arrangement agreement with wholly owned NoV subsidiary, NoV Distribution Services ULC (NDS), pursuant to which NDS has agreed to acquire all of the issued and outstanding common shares of CE Franklin for consideration of C$12.75 in cash per common share. The total consideration payable is approximately C$240 million.
- Nistica: Advising this venture-backed technology company that supplies wavelength selective switches to network equipment manufacturers, in connection with its acquisition by Fujikura, a Tokyo, Japan based global supplier of optical fibers and fiber-optic components.
- Nokia: Advising on the sale of Vertu, the global leader in luxury mobile phones, to Scandinavian private equity house EQT VI in 2012.
- Sahaviriya Steel Group PLC.: Advising on the $468 million purchase of a mothballed steel plant in the north of England by Sahaviriya Steel Industries (SSI). The deal involved a multi-practice team for the complex asset acquisition and financing of a steel production facility, Teesside Cast Products, from Tata Steel Group. This deal represented one of the largest manufacturing transactions in the UK and was shortlisted for the “Corporate Team of The Year” at the 2012 Legal Business Awards.
- SAP AG: Advising on its acquisition of Right Hemisphere, a 3-D virtualization software company, which will enable comprehensive visual communications for SAP customers across all lines of business, from design and manufacturing to sales and service.
- Sistema JSFC: Advising on $379 million sale of Sistema Telecom LLC, a non-operating subsidiary of Sistema JSFC, to OAO Mobile TeleSystems (MTS), the leading telecommunications operator in Russia. The acquisition included a 45 percent stake in TS-Retail, in which MTS already held a controlling 55 percent interest, and property rights in respect of a group of trademarks, including the egg trademarks of MTS, Comstar-UTS and Moscow City Telephone Network (MGTS). As part of the transaction, MTS assumed debt of approximately $59 million. The acquisition provided MTS full control of its logos and trademarks.
- Sony Computer Entertainment Corp: Representing in its acquisition of a number of consumer software entertainment product developers including Incognito Entertainment, Red Zone Interactive, Naughty Dog, Sucker Punch Productions and Zipper Interactive.
- Total, SA: Advising on the acquisition of ExxonMobil's downstream assets in 14 African countries (Chad, Djibouti, Eritrea, Ethiopia, Ghana, Guinea (Conakry), Liberia, Malawi, Mauritius, Mozambique, Sierra Leone, Togo, Zambia and Zimbabwe).
- Total, SA: Advising one of the world’s largest publicly-traded integrated oil and gas companies on the sale of its French solar energy subsidiary Tenesol S.A. to SunPower Corporation, a Silicon Valley-based manufacturer of high-efficiency solar cells, solar panels and solar systems.
- US Gold Corporation: Advising on its acquisition of Minera Andes Inc. by plan of arrangement under the Business Corporations Act (Alberta) with a transaction value at the time of closing of approximately C$1.4 billion for the combined company, which was renamed McEwen Mining Inc. This transaction was highlighted as a “Big Deal” in LEXPERT's April 2012 issue.
- Vivendi: Advising a French provider of multinational communication and media entertainment services on the sale of its interest in Polska Telefonia Cyfrowa, a Polish leading telecoms company, and related settlement of the shareholders’ dispute.
United StatesJune 14, 2013
United StatesJune 10, 2013
The 2013 edition of The Legal 500 US recognizes 15 Dentons practices and 42 lawyers, representing a more than 50 percent increase in total rankings in the past year. Recognition for the Firm includes "seamless extensions of clients’ teams;" "exemplary strategic and tactical leadership;" and "far above other firms, both in technical strengths and business experience." Read more
The 2013 edition of Chambers USA: America's Leading Lawyers for Business recognizes 32 Dentons practices and 82 lawyers. Recognition for the Firm includes "excellent at representing their clients;" "top-notch firm, very good results with them;" and "always prepared, always accessible, and never fail to deliver." Read moreCommunicationsDecember 20, 2012
Earlier this year, the Communications sector team advised Virgin on a strategic partnership agreement to merge its South African mobile telecoms business with Middle East telecoms operator FRiENDi Group to become a new entity called Virgin Mobile Middle East & Africa (VMMEA). On December 4, the deal was honored with the prestigious Telecoms Deal of the Year Award at the CommsMEA 2012 Awards in Dubai. Read more
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Private EquityFebruary 20, 2014
As a result, the failure to conduct pre-acquisition anticorruption due diligence can lead to severe legal and financial consequences, as well as reputational damage, for both buyers and sellers. For buyers, anti-corruption diligence can be especially critical because, under US principles of successor liability, a buyer may be held liable for pre-closing FCPA violations by the target. And if illegal conduct by the acquired company continues post-closing, the buyer can be held directly liable, even if it had no knowledge of or participation in the violation. Read moreCompetition and AntitrustFebruary 4, 2014
Dentons team of regulatory experts from key jurisdictions around the world weigh in on regulatory trends to watch in 2014 – from antitrust to foreign investment to anticorruption in the EU, the US, Canada and China. Read moreAlmatyNovember 2013
Welcome to the November 2013 edition of Kazakhstan Business Updates, which provides helpful and practical guidance on recent legislative changes affecting investors' day-to-day operations in the country, as well as articles of interest on specific areas of law. Read more
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News and Events
Kansas CityKansas City, MOMay 20, 2014
We are once again pleased to offer a full day of Missouri and Kansas CLE-approved classes. Earn up to eight hours of CLE credit in Missouri and Kansas, including up to two hours of ethics/professionalism credits.
Recent Press Releases
GermanyApril 15, 2014
The global law firm Dentons has advised the Görtz Beteiligungsgesellschaft mbH in relation to the investment of AFINUM Management GmbH in Görtz Group. The Görtz Group is the market leader within the premium and quality segment of Germany’s retail footwear. Read moreMergers and AcquisitionsApril 14, 2014
Dentons announced today that it advised MMG Limited (MMG), a subsidiary of State Owned Enterprise (SOE) Minmetals, on its role leading a consortium to enter into a Share Purchase Agreement (SPA) with GlencoreXstrata to acquire the Las Bambas copper project in Peru for US$5.85 billion. Read moreNew YorkApril 4, 2014
A team led by New York Private Equity partner Paul Gajer advised long-time client Spire Capital Partners in the third acquisition of its newest fund, bolstering its portfolio in the growing Transportation Spend Management sector. Read more
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