Cross Border M&A

Overview

Cross border M&A has accelerated with the globalization of financial markets and the relaxing of foreign investment policies. However, there must be a win-win for both the foreign and domestic parties for the partnership to succeed.

Our team of M&A attorneys understands the importance of both sides benefiting from the relationship and regularly advises global companies on the purchase, sale, and merger of public and privately-owned businesses in complex cross-border transactions. Whether it is a joint venture, licensing agreement, secured financing, leveraged buy-out, or bankruptcy sale and purchase, we provide practical advice at each phase of these transactions. We are adept at guiding clients through the regulatory compliance maze, including government approval processes, antitrust, license and permit requirements, foreign exchange controls and taxation, and concessions.

We’ve advised on hundreds of transactions around the world, representing investment bankers, boards of directors, special committees, private equity firms, lenders, and financial advisers. Our global platform and international capabilities allow us to structure, negotiate, and execute transactions effectively and efficiently regardless of the jurisdictions involved. We take a multidisciplinary approach across areas that can impact cross-border M&A such as intellectual property, antitrust, international trade, litigation, tax, employment and benefits, finance and banking, real estate, environmental, and securities.

Our attorneys have breadth and depth of experience in advising on transactions in numerous industries, including:

  • hardware and software
  • energy, mining, and oil and gas
  • financial services
  • automotive
  • telecommunications
  • media and entertainment
  • real estate
  • heavy machinery
  • alternative energy and cleantech
  • healthcare
  • life sciences
  • logistics services
  • pharmaceuticals
  • apparel

How We Can Help

  • structuring transactions
  • tax structuring
  • preparing stock and asset purchase and merger agreements
  • advising boards on fiduciary duties and process
  • preparing regulatory filings, including banking, securities, government, and agency filings
  • negotiations with governmental authorities
  • advising on integration of merged businesses

Experience

  • A leading multinational publicly-traded Indian company, in the acquisition of a California corporation that included particularly complex regulatory matters specific to the defense industry as well as cross-border employee benefit issues.
  • A global telecommunications company, in a $710 million transaction, which included acquisitions in the United States, Brazil, Chile, China, South Africa, and Venezuela.
  • A global provider of supply chain solutions to the wireless industry, in a number of transactions, including:
    • the $835 million acquisition of Europe’s largest mobile phone distributor.
    • a strategic investment in an information technology distributor focused solely on Latin America and the Caribbean.
    • the $80 million acquisition of a leading provider of repair, remanufacture and reverse logistics services to the wireless industry.
  • A U.S. company and the concurrent business combination merger with a China-based telecommunications company in a redomestication merger in the British Virgin Islands.
  • Closed a $120 million acquisition of a recognized global leader in providing technical solutions, high-value products, and services to the global marine industry, which included securing permission to do business in 47 countries and servicing customers in 98 ports around the world.
  • A provider of information technology maintenance and support, in connection with its $104 million acquisition by the subsidiary of a technology infrastructure management services company based in Mumbai, India.
  • A leading publicly-traded Finnish manufacturing company, in its acquisition of a division of a large U.S. company involving the purchase of stock and assets of subsidiaries located in the United States and five other countries.
  • A company listed on the London Stock Exchange, in several cross-border mergers and acquisitions throughout Europe (including Germany, Hungary, the Czech Republic, the Netherlands, and France), Latin America, and Asia.
  • A leading multinational publicly-traded Swedish manufacturing company, in its acquisition of a division of a Fortune 500 company involving the purchase of stock and assets of subsidiaries located in 12 different countries.
  • Apotex, Inc., the largest Canadian pharmaceutical company, in multiple transactional matters relating to its acquisition of U.S. companies. We also represent Apotex in connection with various litigation matters, including putative class actions and commercial disputes against its competitors and their distributors relating to allegations of unfair competition, improper labeling of products, and the supply of active pharmaceutical ingredients.
  • Breakthru Beverage Canada Inc., in its acquisition of 100% of the equity interests of Wirtz Beverage Canada Inc., a spirits and beer brokerage company operating throughout Canada. Breakthru Beverage Group represents, as wholesale distributor, a broad portfolio of premier wine, spirits and beer brands totaling more than $6 billion in annual sales.
  • BrightPoint, Inc., a global provider of supply chain solutions to the wireless industry in a large acquisition of a European cell phone distributor based in Denmark.
  • EMTV, a German public company, in its $1 billion-plus acquisition of the Jim Henson Company (the Muppets), and the later sale of Henson properties to, inter alia, Children’s Television Network (Sesame Street).
  • General Cable Corporation, a global leader in the development, design, manufacture, marketing, and distribution of copper, aluminum, and fiber optic wire and cable products for the energy, industrial, specialty, construction, and communications markets, in their international corporate operations and matters in eight different countries, including their purchase of companies in the United Kingdom, Asia, and South America.
  • Heraeus (Germany), on a variety of litigation, IP, and corporate/M&A matters for many years, including securing millions of dollars in patent infringement cases and the eventual acquisition of one of the infringing companies.
  • Hisense Broadband Multimedia (China), in the acquisition of distressed fiber optic cable manufacturer in the United States.
  • Hospira (based in Chicago, now a sub-company of Pfizer), in acquiring a biosimilar manufacturing facility in Croatia.
  • Hyundai, in connection with the acquisition of U.S.-based commercial real estate through a real estate investment trust structure.
  • Jaguar plc, in its acquisition by Ford Motor Company for $1.9 billion.
  • Represented J.F. Lehman & Co., a leading middle-market private equity firm focused on the defense, aerospace, and maritime sectors, in connection with an acquisition of Callenberg Technology Group, a maritime-related mechanical engineering business based in Norway with operations across Europe.
  • JHP Pharma, in acquiring from Procter & Gamble the global rights with respect to a drug product, Dantrium, and the simultaneous divestment of the non-U.S. rights to a Dutch company.
  • John Deere, in various countries on numerous matters on corporate, tax, IP, employment, the Foreign Corrupt Practices Act, and compliance matters in Luxembourg, China, India, South Africa, Australia, New Zealand, Brazil, and Argentina.
  • Korn/Ferry International, the world’s largest provider of executive searches, in connection with its $500 million acquisition of the Hay Group Companies, including Hay Group subsidiaries in Europe, Asia, Australia, Africa, and South America. It also involved antitrust filings in the United States, Germany, Russia, and Ukraine. We managed over a dozen local law firms around the world with respect to regulatory, employment and compliance issues. We also represented Korn/Ferry in connection with the acquisition of Whitehead Mann LLP (UK) from Och Ziff Capital Management Group.
  • L’Oreal (France), a cosmetics company, as a controlling shareholder of Sanofi Synthelabo in its $65 billion purchase of Adventis.
  • Mayne Pharma (Australia), in its $50 million acquisition of a branded pharma product Nipent, used to treat Hairy Cell Leukemia.
  • Metal-Tech Ltd., an Israeli company that offers manufacturing, processing and marketing of tungsten and molybdenum oxide and powders, in connection with a potential acquisition.
  • A consortium of English and Swiss investors, in the acquisition of Mongolian tin and gold mines.
  • Panasonic Enterprise Solutions Company, a division of Panasonic Corporation of North America, in its acquisition of the assets of Magic Ink Interactive LLC, J. Jes Graphics, LLC, and Ad Space Ink, LLC, providers of hardware, software, and integration services for digital indoor networks for high-end retail, hospitality, and corporate clients.
  • Saint-Gobain (France), a world leader in the habitat and construction markets, in connection with counseling, litigation, M&A, and patent portfolio management.
  • Siemens, a multinational engineering and electronics conglomerate company, in numerous commercial, IP, and employment litigation matters. We are also active on Siemens’ M&A and venture capital, financial services, commercial litigation, and equipment lease enforcement litigation outside counsel panels.
  • Weiler Corporation, a leading provider of power brushes, abrasives, and maintenance products for surface conditioning, in its acquisition of SWATYCOMET, a Slovenian welding products company.
  • Worldnet International Couriers, an international logistics company, in its restructuring and related acquisitions in England, France, and the United States.