December 3, 2008 1:12 PM

Skadden, French Power Company Trump Buffett's Offer for Constellation

Posted by Zach Lowe

Two months ago, we reported on MidAmerican Energy Holdings Company's $4.7 billion offer for all of Constellation Energy Group, an offer Constellation shareholders didn't exactly meet with enthusiasm (even though billionaire/guru Warren Buffett controls MidAmerican). Instead, they filed a half-dozen suits seeking to block the deal, characterizing it as a lowball offer. Then Coughlin Stoia Geller Rudman & Robbins stepped in with another class action claiming Constellation hoodwinked shareholders by concealing the company's credit problems (mainly the result of ties to Lehman Brothers) to artificially spike the stock price, which dropped from over $100 early this year to $26 per share when MidAmerican swooped in with its bid.

What happens to that litigation now is unclear, because EDF, the French company that is world's largest operator of nuclear reactors, has offered $4.5 billion for half of Constellation's nuclear power assets -- and $2 billion for some of the company's non-nuclear assets.

The offer comes three weeks before Constellation shareholders are scheduled to vote on the Buffett bid, Bloomberg reports.

Skadden, Arps, Slate, Meagher & Flom is advising EDF on the deal. The firm did not immediately provide a list of partners on the deal. Willkie Farr & Gallagher has been advising MidAmerican, and Kirkland & Ellis has been handling M&A duties for the suddenly popular Constellation, which runs five nuclear reactors along the East Coast of the U.S. that produce about 4 percent of the nation's nuclear power, according to this useful Reuters fact sheet.

Kirkland is also representing Constellation in the above-mentioned shareholder litigation. Brant Bishop, the Kirkland partner listed in the litigation filings, declined comment on what impact the larger EDF offer might have on those lawsuits. DLA Piper is representing individual Constellation officers named in those lawsuits.

Coughlin Stoia name partners Samuel Rudman and Darren Robbins did not immediately respond to messages seeking comment on the future of their class action suits.

The takeover offer caps an active year for EDF, which is still seeking final antitrust approval for its proposed $18.5 billion acquisition of British Energy, first announced in September. Clifford Chance, Slaughter and May and Herbert Smith all advised on that deal.

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