Acquisitions

News & Analysis as of

Medtronic Announces Plans to Acquire RF Surgical Systems for $235 Million

Medtronic has agreed to acquire RF Surgical Systems Inc., for $235 million, according to a report by Nasdaq. According to the news article, Medtronic plans to incorporate RF Surgical’s surgical sponge tracking and detection...more

FTC Narrows Scope of HSR Reporting Exemption for Certain Acquisitions

On July 20, 2015, the Federal Trade Commission (FTC) released revisions to its interpretation of the rule, 16 C.F.R. §802.5, that exempts certain acquisitions of “investment rental property assets” from reportability under...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more

Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this...more

8 Key Areas To Review During An IP Due Diligence

Conducting an intellectual property due diligence is an essential component in the acquisition, investment in and/or valuation of technology companies. What are some of the key components of the business that such a...more

Aetna to Acquire Humana for $37 Billion

According to data supplied by the companies (pdf), Aetna is the larger of the companies, with 23.67 million medical members to Humana’s 9.77 million. Aetna also has a larger dental insurance business, with 15.56 million...more

The Vygon Group Acquires Perouse Medical to Expand Vascular Access Products Portfolio

The Vygon Group, a France-based manufacturer of single-use medical products has acquired Perouse Medical for an undisclosed amount, according to press releases. According to its website, Vygon designs, manufactures, and...more

Guide To Doing Business in New Zealand: Trade Practices & Consumer Protection (Updated)

TRADE PRACTICES AND CONSUMER PROTECTION - New Zealand has extensive laws dealing with trade practices and consumer protection matters. TRADE PRACTICES - Competitive business activity in New Zealand is...more

DOJ Moves to Stop Sale of GE’s Appliance Business to Electrolux

The U.S. Department of Justice’s Antitrust Division has filed a civil suit to block the acquisition of General Electric’s appliance business by Electrolux. According to the complaint, the U.S. market for cooking appliances—...more

Medtronic Acquires Aptus Endosystems for $110 Million

Medtronic PLC recently announced its acquisition of Aptus Endosystems, further adding to its portfolio of medical device products. The acquisition was reported to be valued at approximately $110 million. According to its...more

Former Qualcomm Executive Sentenced For Insider Trading

Jing Wang, a former Qualcomm Inc. Executive Vice President began by constructing a cover-up. Then he engaged in insider trading, using inside information taken from his employer. The scheme failed. Mr. Wang has been sentenced...more

Molex Acquires ProTek Medical

On May 19, 2015, Molex Incorporated announced that Molex Ireland Holdings B.V. has acquired ProTek Medical Ltd. According to the press release, ProTek Medical, based in Sligo, Ireland, specializes in cleanroom injection...more

Cardinal Health to Acquire The Harvard Drug Group for $1.1 Billion

Ohio-based Cardinal Health (CAH) has agreed to buy Michigan-headquartered The Harvard Drug Group (THDG) for $1.12 billion. According to press releases, THDG, which is currently owned by Court Square Capital Partners, is a...more

Trademark due diligence in M&A: The steps everyone overlooks

These 13 straightforward pointers can guide your due diligence in relation to trademarks - Lists of assets are a key part of merger and acquisition transactions. When those assets include patents, the transaction...more

SEC Publishes 11 Regulation A+ CD&Is

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

Philippine Competition Act: first foray into antitrust legislation – key points

The Philippine Congress has passed, and President Benigno Aquino III is expected to sign into law, the Philippine Competition Act. The law, which aims to safeguard fair and competitive market conditions, marks the nation’s...more

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies (Committee) met on June 3 to discuss various topics including (1) SEC rules with respect to intrastate crowdfunding; (2) the...more

BE-10 Filings For Foreign Subsidiaries: the Countdown is On

The countdown is on: every five years, the U.S. Department of Commerce’s (DoC) Bureau of Economic Analysis (BEA) conducts a survey of U.S. corporate entities with foreign affiliates. The DoC conducts these surveys to produce...more

SEC Continues Crackdown on Unregistered Broker-Dealers

A New York man has agreed to pay almost $4.5 million to settle charges by the SEC that he violated Section 15(a) of the Exchange Act by acting as an unregistered broker-dealer. According to the SEC, starting in 2010 Joshua A....more

Takeovers: A New Approach to Unacceptable Circumstances

Queensland North Australia Pty ltd v Takeovers Panel [2015] FCAFC 68 - Background - The Full Federal Court has delivered a judgment that will change the way the Australian Takeovers Panel (the Panel) approaches...more

Due Diligence in Cross-Border Acquisitions Paving the Road to Enter or Run Away From a Deal in Brazil

With the great majority of foreign jurisdictions already adopting U.S.-style acquisition documents in connection with business acquisitions, U.S. investors experience a larger sense of comfort in negotiating their equity...more

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more

M&A Team News - April 2015

What Revlon Doesn't Require - Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more

Global Trends in Insurance M&A in 2014 and Beyond

Looking back on 2014: The return of the billion dollar transactions - In recent years, insurance companies have largely focused on improving their performance by cutting costs amidst a slow post-global financial crisis...more

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