The Work

July 13, 2010 6:09 PM

Davis Polk, Dorsey & Whitney Tapped for Tyco Electronics's ADC Buy

Posted by Claire Zillman

The sixth and eighth paragraphs of this article have been updated to include information about the in-house lawyers involved in the deal. 

Tyco Electronics announced Tuesday that it will purchase ADC Telecommunications Inc. for approximately $1.25 billion. 

Tyco Electronics, the world's leading maker of electronic connectors, will pay $12.75 per share in cash for broadband equipment manufacturer ADC. The price represents a 44 percent premium on ADC's Monday closing price. The deal will be the biggest acquisition made by Tyco Electronics--which was spun off from Tyco International in 2007--since the former became a stand-alone company, according to Bloomberg Business Week.

The ADC acquisition expands Tyco's portfolio of broadband products that provide access to networks around the world, and will help Tyco meet consumer demand for equipment that can handle high volumes of wireless and wired data, according to The Wall Street Journal.

In a joint statement, the companies said the merged entity will offer products in every major geographic market. ADC, which has a firm foothold in the U.S. with Verizon Communications and AT&T as its largest customers, has also been gaining ground in China. Tyco Electronics, meanwhile, has traditionally focused more on Europe, the Journal reports.   

For its sale, Eden Prairie, Minnesota-based ADC turned to Dorsey & Whitney, a Minneapolis firm that has served as the company's primary outside counsel for more than three decades. Lead partner Robert Rosenbaum of the firm's corporate practice completed his first deal for ADC in 1989, when the company acquired stock of a Plantronics, Inc., subsidiary. Rosenbaum says ADC's sale to Tyco Electronics, which he called a "multimonth process," could be part of a larger consolidation trend in the wireless equipment industry. "It wouldn't surprise me if there were more deals as big competitors try to get bigger," he says. 

Rosenbaum was joined on the deal by partners Jonathan Van Horn, Michael Lindsay, John Chase, Stuart Hemphill, Michael Voves, and Sara Peterson. ADC vice president, general counsel, and secretary Jeff Pflaum and assistant general counsel Dave Sampsell also worked on the deal. 

Davis, Polk & Wardwell advised Tyco Electronics. The firm's team was led by mergers and acquisition partner William Aaronson, who previously represented the Schauffhausen, Switzerland-based company in the sale of its integrated products business to Cobham in May 2008 and the divestiture of its automotive sensors business to Autoliv in 2008, according to a firm spokesman. Aaronson also advised Tyco Electronics on the 2009 sale of its Wireless Systems business to Harris Corporation for $675 million, according to the firm's Web site

Aaronson, who was not available for comment, worked alongside a New York-based team made up of partners Edmond Fitzgerald, Arthur Burke, and Frank Azzopardi. Tyco Electronics senior counsel of transactions Paul Fleck also played a key role in the deal. 

The transaction is structured as a tender offer to be followed shortly by a merger agreement. The deal is expected to close in the fourth quarter of this year.

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