Mergers andAcquisitions
From our beginnings as a startup, Skadden forged a reputation as a global
leader in mergers and acquisitions by relying on innovation, intellect,
teamwork and tenacity. In some ways, little has changed: By remaining
steadfastly committed to the qualities underlying our early successes andadding to our collective experience over the decades, our lawyers are able
to advise clients in almost any potential M&A scenario.

Recognition

Our Approach- Consistently ranked among the top firms worldwide and in the Americas, Asia Pacific and Europe for announced M&A transactions by valuein league tables published by Bloomberg, Mergermarket and Refinitiv

While we advise many of the world’s largest companies, investmentbanks and other active participants in the M&A market — often
on their most high-profile transactions — Skadden also represents
smaller entities that are not regularly engaged in such deals. Our
attorneys partner with clients to bring innovation, creativity andcommitment to excellence to every matter, regardless of size.

- One of only four firms ranked in Chambers Global 2024’s top tierfor Global M&A- One of eight firms to top Chambers USA 2024’s Nationwide M&A
Elite rankings- Among Law360’s Mergers & Acquisitions and Technology Groupsof the Year for 2022

Skadden’s top-tier M&A practice is known for providing sophisticated and coordinated real-time counsel whenever and whereverneeded. In all aspects of our work, we remain true to our core beliefsof doing what is right for clients through a collaborative partnershipthat delivers results. We have one of the largest, most experienced
teams of transactional lawyers who possess a diverse range of backgrounds, allowing us to successfully handle any potential situationthat may arise in a transaction.

- Top tier for M&A according to IFLR1000, The Legal 500 and Best
Lawyers Best Law Firms

Skadden lawyers handle the full spectrum of negotiated andcontested situations, including:- Selected as the top corporate law firm more times than any otherfirm in the U.S. in Corporate Board Member magazine’s annual
survey of America’s Best Corporate Law Firms- Advance preparation forprospective targets- Named the 2021 Financial Services M&A Legal Advisory Firm of
the Year at the inaugural Mergermarket North America M&A Awards- Corporate governance advice- Special purpose acquisitioncompany (SPAC) initial businesscombinations- General corporate counseling- Spin-offs/Split-offs- In Latinvex’s 2021 Top International Law Firms survey, Skadden
was again named the top firm for corporate/M&A (2016-2021)- Joint ventures- Stock sales and purchases- Leveraged buyouts- Strategic mergers- Ranked first by deal count when representing parent companies inspin-offs closing between 2019-23 according to Deal Point Data

- Private equity- Tender offers- U.S. News — Best Lawyers Law Firm of the Year for Corporate
Law and Mergers & Acquisitions Law as part of the publication’s
2021 Best Law Firms survey- The first law firm to handle more than $1 trillion in global
announced M&A deals in a single year

- Asset sales and purchases- Recapitalizations- Proxy contests
Skadden is well-known for our representation of bidders, targets, boardsof directors, shareholders and financial advisors in unsolicited (“hostile”)

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Continued

transactions and contests for corporate control, including in connection with tender offers and proxy fights. The firm has been involved incontested takeovers and proxy contests since our earliest years, and weare recognized as a leader in the area. Over the last several decades, wehave advised on many of the biggest corporate battles worldwide, working with clients to achieve results in their very best interests.
Our attorneys regularly counsel companies in connection with corporate governance, takeover preparedness and other corporate mattersthat do not involve pending mergers and acquisitions. We provide
advice in a broad range of areas, including directors’ duties andresponsibilities, board and committee structures, corporate preparedness and contingency planning, “anti-takeover” charter and by-law
provisions and rights plans, and director indemnification, severance
and change-in-control compensation arrangements.
Our Resources

We easily collaborate across our global platform, seamlessly leveraging our broad range of practices to successfully handle our clients’
most challenging transactions from start to finish.
Geographic Reach

Skadden’s long-standing experience in handling complex, cross-border mergers and acquisitions, coupled with our ability to assemble
teams from 21 offices around the world, allows our attorneys toprovide pertinent subject matter advice and geographical coverage forthe most sophisticated multijurisdictional transactions.
Practice Platform

The broad diversification of the firm’s work in more than 50 practiceareas enables us to provide our clients with coordinated legal advice
in multiple areas of the law, including areas critical to successfullycompleting M&A matters, such as:- Antitrust/Competition- Banking- Capital Markets- CFIUS/National Security- Corporate Restructuring- Cybersecurity and Privacy- Energy and Infrastructure Projects- Environmental- ESG- Executive Compensationand Benefits- Intellectual Property andTechnology- International Trade- Labor and Employment Law- Life Sciences and Health Care
- Litigation- Mass Torts Litigation- Media and Entertainment- Real Estate- SEC Reporting and Compliance- Securities Litigation- Tax

Broad Industry Experience

Because of the scope of our global M&A practice, our attorneys
bring considerable knowledge of specific laws and regulations thatgovern various industries, including:- Airlines/transportation- Banking- Chemicals- Industrials- Insurance- Leisure and gaming- Consumer- Defense/aerospace- Life sciences and health care
- Real estate- Energy- Entertainment/media- Retail- Technology- Financial services- Forest products- Telecommunications- Utilities

Recent Highlights- Apartment Investment and Management Company (Aimco)in its reverse spin-off of a $10.4 billion portfolio of apartmentcommunities into Apartment Income REIT (AIR), an independent,
publicly traded UPREIT;- Array BioPharma Inc. in its acquisition by Pfizer Inc. for a total
enterprise value of approximately $11.4 billion;- Brookfield Asset Management Inc., one of the world’s biggest
commercial real estate owners, in the $11.4 billion acquisition of Forest
City Realty Trust Inc. by a Brookfield real estate investment fund;- Builders FirstSource, Inc. in its $5.5 billion merger with BMC Stock
Holdings, Inc. to create a national supplier of building materials andservices with a combined enterprise value of $6.9 billion;- Caesars Entertainment Corporation in its acquisition by Eldorado
Resorts, Inc. for total consideration of approximately $17.3 billion;- Centene Corporation in its acquisition of WellCare Health Plans,
Inc. for a total enterprise value of $17.3 billion;- Cinépolis, the second-largest cinema operator in the world, in its
three-party joint venture with the Al Hokair Group, a hospitality
and entertainment operator in Saudi Arabia, and Dubai-based AlTayer Group, a Middle Eastern luxury and lifestyle retailer, aimed
at developing movie theaters in 15 major cities across Saudi Arabia;- CME Group in its $5.5 billion acquisition of NEX Group plc (UnitedKingdom). This was the third-largest deal by value in the U.K. in 2018
and CME’s largest acquisition since 2008, when Skadden represented
them in acquiring the N.Y. Mercantile Exchange for $10 billion;

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Mergers and Acquisitions
Continued- Credit Karma, Inc. in its $7.1 billion acquisition by Intuit Inc.,the maker of TurboTax, QuickBooks and Mint — the largest-everventure-backed fintech sale and among the top five largest internet
M&A transactions;- a consortium led by David Gao, the former chairman and CEOof China Biologic Products Holdings, and including GL CapitalGroup (China), Bank of China Group Investment Limited (HongKong) and CDH Investments (China), in its $3.9 billion going-private acquisition of China Biologic Products Holdings;- Exact Sciences Corporation in its $2.8 billion acquisition ofGenomic Health, Inc.;- Express Scripts Holding Company, the largest administrator ofprescription drug benefits in the U.S., in its $67 billion acquisition
by Cigna Corporation, the second-biggest deal in 2018;- Gilead Sciences, Inc. in its $4.9 billion acquisition of Forty Seven, Inc.;- Grab Holdings, Inc. in its business combination with Altimeter
Growth Corporation, a special purpose acquisition company,
with a pro forma equity value of $39.6 billion, the largest-everde-SPAC deal;- Intel Corporation in its $15.3 billion acquisition of Mobileye N.V.,
the largest-ever inbound M&A deal into Israel and the largest-evertransaction involving an Israeli technology company;- Internet Plus Holdings Limited, a holding company created by
Meituan and Dianping, in its $3.7 billion acquisition of Beijing
Mobike Technology, which was named TMT Deal of the Year at
the China Law & Practice 2018 Awards;- Juno Therapeutics, Inc. in its $9 billion acquisition by Celgene
Corporation;- Keurig Green Mountain, Inc. in its acquisition of Dr Pepper
Snapple Group, Inc., creating the combined company Keurig Dr
Pepper. Citing Dealogic, The Wall Street Journal stated the transaction was “the biggest non-alcoholic drink deal on record”;- Livongo Health, Inc., a data-based health coaching program, in its$18.5 billion acquisition by Teladoc Health, Inc.;- Louis Vuitton Moët Hennessy in connection with its proposedmerger with Tiffany & Co. for $15.9 billion — the largest-everdeal in the luxury sector;- NXP Semiconductors N.V. (Netherlands) in its wholly owned
subsidiary’s $1.76 billion acquisition of Marvell Technology
Group Ltd.’s (Bermuda) wireless connectivity portfolio;- PayPal Holdings, Inc. in its $4 billion acquisition of Honey
Science Corporation — the company’s largest-ever acquisition —and its $2.2 billion acquisition of iZettle AB (Sweden);- Red Hat, Inc. in its acquisition by IBM in an all-cash transaction
valued at approximately $34 billion;- SIGNA Holding GmbH (Austria) in its proposed, unsolicited$3.5 billion acquisition of the German business of Hudson’s BayCompany (Canada);- SK Hynix, Inc. (South Korea) in its $9 billion acquisition of theNAND memory and storage business of Intel Corporation, thelargest-ever acquisition by a South Korean company;- Twenty-First Century Fox in its $71.3 billion acquisition by theWalt Disney Company and the related premerger spin-off of certain
news, sports and broadcast businesses and in the competing unsolicited$65 billion acquisition proposal by Comcast Corporation, as well as in thesubsequent sale of its $15 billion stake in Sky plc to Comcast Corporation;- Vantiv, Inc. in its $10.4 billion acquisition of Worldpay Group plc,Britain’s largest payment processor;- WABCO Holdings Inc. in its acquisition by ZF Friedrichshafen
AG in an all-cash transaction valued at over $7 billion. This was
the largest automotive transaction announced in 2019;- Wes Edens, founder of Fortress Investment Group LLC and ownerof the Milwaukee Bucks, in his joint investment with Nassef
Sawiris in Aston Villa Football Club Limited (U.K.);- Willis Towers Watson plc in its all-stock business combination
with Aon plc (U.K.), with an implied combined equity value ofapproximately $80 billion;- Worldpay, Inc. in connection with its merger with Fidelity
National Information Services, Inc. The transaction valued Worldpay at an enterprise value of $43 billion;- Xilinx, Inc. in its $35 billion acquisition by Advanced MicroDevices, Inc., the second-largest technology transaction of 2020
and the fourth-largest technology deal ever;- XL Group Ltd in its $15.3 billion all-cash acquisition by AXA SA;- Xperi Corporation in its $3 billion merger of equals with TiVo Corporation, creating one of the largest patent licensing companies in the world;- Zayo Group Holdings, Inc. in its $14.3 billion acquisition by affiliatesof Digital Colony Partners and the EQT Infrastructure IV fund; and- ZeniMax Media Inc. in its $7.5 billion acquisition by MicrosoftCorporation.

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