January 10, 2011 6:38 PM
Skadden Leads the Way on $6.3B DuPont Transaction
Posted by Tom Huddleston Jr.
Update, 1/12/11, 3:30 p.m. - Additional counsel advising Danisco on the deal have been added to the final two paragraphs below.
DuPont, one of the world's top chemical makers, announced Sunday that it has agreed to acquire Danish enzyme and specialty food ingredients company Danisco A/S in a deal worth $6.3 billion. The deal is DuPont's largest since its 1999 purchase of biotechnology company Pioneer Hi-Bred International for $7.7 billion, as The New York Times reported.
Wilmington, Del.-based DuPont will pay $5.8 billion in cash for Danisco, while also assuming $500 million of net debt. The deal, which is expected to close in the second quarter of 2011, values Danisco at roughly $115 per share.
Danisco employs about 7,000 people and operates in 23 countries. In a press release, DuPont noted that the two companies were already working together on a project exploring the development of technology related to cellulosic ethanol, a biofuel. DuPont plans to incorporate Danisco into its Nutrition & Health and Applied BioSciences sectors.
DuPont turned to Skadden, Arps, Slate, Meagher & Flom as lead corporate counsel on the deal. A New York-based team was led by M&A partners Lou Kling, Thomas Greenberg, and Brandon Van Dyke and includes banking partner Stephanie Teicher; tax partners David Rievman and Regina Olshan; and IP partners Bruce Goldner and Douglas Nemec. Thomas Sager is the general counsel for DuPont. (As noted in an earlier post, it's been a busy deals day for Skadden--the firm is serving as regulatory counsel on Duke Energy's $13.7 billion merger with Progress Energy and is advising Playboy Enterprises in a deal to take the company private.)
Kling previously advised DuPont on a nearly $8 billion divestiture of pharmaceutical operations to Bristol-Myers, in 2001, as well as the company's $4.4 billion divestiture of its textile business to Koch Industries, in 2003.
Crowell and Moring Washington, D.C., partner Wm. Randolph Smith is serving as U.S. antitrust counsel to DuPont, along with counsel Shawn Johnson. White & Case Brussels-based partner James Killick is advising DuPont on foreign antitrust matters.
According to a source close to the negotiations, Christian Kjolbe, a partner at Copenhagen-based Plesner, is serving as Danish counsel to DuPont.
Kromann Reumert, based in Copenhagen, is representing Danisco on the deal, according to the source.
Carter Ledyard & Milburn partners Robert McTamaney and Andris Vizbaras led a team from the firm that advised Danisco on U.S. antitrust issues. Other attorneys on the deal for Carter Ledyard included environmental partner Clifford Case, IP partner Richard Pierson, real estate partner Macculloch Irving, and corporate partner Steven Glusband. That team of lawyers worked closely with Danisco's general counsel, Jorgen Rosenlund, and the company's U.S. general counsel, Eileen Gill.
Ashurst served as Danisco's counsel on U.K. and European Union issues.
Tallying Up the First Merger Monday of 2011
The New York Times, 1/10/11
New Year, Windfall of Mergers
The Montreal Gazette, 1/10/11
M&A Ready to Join High-Grade Party
The Wall Street Journal, 1/10/11