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June 6, 2011 6:43 PM

Debevoise, Wachtell in Hostile Paper Takeover Battle

Posted by Brian Baxter

UPDATES: 6/7/11, 10:15 a.m. Temple-Inland has adopted a poison pill as a takeover defense, according to The New York Times. 6/7/11, 1:45 p.m. Information on the lawyers from Wachtell advising Temple-Inland has been added to the third paragraph of this post.

International Paper Company (IPC), one of the world's largest makers of printing paper, announced on Monday a $3.3 billion cash offer for rival Temple-Inland that was promptly rejected.

Wachtell, Lipton, Rosen & Katz is advising Austin-based Temple-Inland, according to a company statement rejecting an offer that represents a 44 percent premium on Temple-Inland's stock price as of noon on Monday. Temple-Inland, which specializes in packaging and building products, said the offer by IPC "grossly undervalues" the company.

Wachtell corporate partners Daniel Neff and Benjamin Roth, executive compensation partner Jeremy Goldstein, litigation partner William Savitt, tax partner T. Eiko Stange, and antitrust partner Ilene Knable Gotts have taken the lead from the firm representing Temple-Inland. Neff, an American Lawyer Dealmaker of the Year in 2001 for his work closing five deals worth a combined $72.4 billion, serves as cochair of Wachtell's executive committee.

IPC turned to Debevoise & Plimpton for counsel. Jeffrey Rosen, the cochair of Debevoise's M&A group, was named an American Lawyer Dealmaker of the Year in 2007 for his work representing Memphis-based IPC on the $6.6 billion sale of 5.7 million acres of timberland to an investor group.

Rosen also was named an American Lawyer Dealmaker of the Year in 2009 for his role representing Verizon Wireless on its $28.1 billion telecommunications merger with Alltel. (Alltel turned to Wachtell for counsel on that deal.)

IPC said Monday that it made its first offer for Temple-Inland on May 17 and now intends to press its bid for the company, Bloomberg reports. The New York Times and The Wall Street Journal have more on IPC's bid.

Longtime DuPont general counsel Stacey Mobley, who joined Dickstein Shapiro as senior counsel in November 2008, serves as a member of IPC's board. Sharon Ryan is serving as the company's acting general counsel after predecessor Maura Abeln Smith, a former Baker & McKenzie partner, joined PepsiCo in March as the beverage giant's new general counsel and executive vice president of government operations.

Temple-Inland's general counsel is C. Morris Davis, a former managing partner of Austin firm McGinnis, Lochridge & Kilgore. Earlier this year the company's M&A lawyers from Wachtell advised another packaging producer, Smurfit-Stone, on its $3.5 billion sale to RockTenn.

Lawyers from Wachtell and Debevoise were across the table from one another last year on Altegrity's $1.13 billion acquisition of risk consulting firm Kroll.

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