Bloomberg News

Skadden on ASML, Blakes, Squire Sanders: Business of Law

October 18, 2012

Skadden Arps Slate Meagher & Flom LLP is representing ASML Holding NV (ASML), Europe’s largest semiconductor-equipment supplier, which agreed to buy Cymer Inc. (CYMI:US) for 1.95 billion euros ($2.6 billion), its biggest deal ever, to satisfy customer demand for more advanced chipmaking technology. Sullivan & Cromwell LLP represents Cymer.

Skadden attorneys leading this matter include partners Richard Ely and Neil Stronski, M&A; Ian John, antitrust and competition; Neil Leff, executive compensation and benefits; Simon Baxter, European antitrust and competition; Sally Thurston, tax; and James McDonald, corporate finance.

The S&C team is led by Los Angeles mergers and acquisitions partners Alison Ressler and Eric Krautheimer. Other S&C partners include Steven Holley, Juan Rodriguez, Eric Kadel, Matthew Friestedt and Ronald Creamer Jr.

Cymer investors will get 1.15 ASML ordinary shares and $20 in cash for each share of stock, the companies said yesterday. That values Cymer at 72 percent more than the stock’s close in New York Oct. 16.

The acquisition will help ASML, whose customers include Samsung Electronics Co. (005930) and Intel Corp. (INTC:US), accelerate research in costly next-generation techniques to make semiconductors more powerful even as they become smaller. Veldhoven, Netherlands- based ASML said yesterday its second-half sales will be at the lower end of forecasts of 2.2 billion euros to 2.4 billion euros.

The so-called extreme ultraviolet -- or EUV -- lithography technique shrinks the size of chips while increasing their capacity and speed for devices such as handsets and tablet computers. ASML this year sold stakes to Samsung, Intel and Taiwan Semiconductor Manufacturing Co. (TSM:US) to fund the development.

Greenhill & Co. served as financial advisers to ASML. Goldman Sachs Group Inc. advised Cymer.

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Exxon to Buy Celtic for $2.91 Billion, Adding Canadian Shale

Blake, Cassels & Graydon LLP is counsel to Exxon Mobil Corp. (XOM:US), the world’s largest energy company, which agreed to buy Celtic Exploration Ltd. for C$2.86 billion ($2.91 billion) in cash and stock, adding production in Canada’s Montney and Duvernay shale. Borden Ladner Gervais LLP advised Celtic.

The Blakes team is comprised of partners Chad Schneider, Ben Rogers, mergers and acquisitions and energy; Robert Kopstein and Nancy Diep, tax; and Julie Soloway, competition and foreign investment.

Borden Ladner’s team was led by William Guinan and included partners Ross Freeman, George Kelly, Steve Pearson, Robyn Bourgeois and Louise Lee.

Celtic’s shareholders will receive C$24.50 a share and half a share of a new company that will hold assets not included in the agreement, Calgary-based Celtic said yesterday in a statement. The cash value per-share represents a 35 percent premium to Celtic’s closing price Oct. 16.

The purchase is the largest (XOM:US) by Exxon Mobil since the $34.8 billion takeover of XTO Energy in June 2010. It includes 545,000 net acres in the Montney shale and 104,000 acres in the Duvernay, fields where oil and gas are extracted by horizontal drilling and hydraulic fracturing, so-called unconventional operations that were XTO’s specialty.

“This acquisition will add significant liquids-rich resources to our existing North American unconventional portfolio,” Andrew Barry, president of Exxon Mobil Canada, said in a separate statement. “Our financial and technical strength will enable us to maximize resource value by leveraging the experience of Exxon Mobil subsidiary XTO Energy.”

Current production on the acreage is 72 million feet of natural gas a day and 4,000 barrels a day of oil and natural gas liquids.

Exxon Mobil Canada will assume C$240 million of debt in the transaction, Sadiq H. Lalani, chief financial officer of Celtic, said yesterday in a telephone interview.

Celtic used no financial advisers, Lalani said. FirstEnergy Capital Corp. and RBC Capital Markets provided fairness opinions, according to the statement.

The deal has been unanimously approved by Celtic’s board and is subject to a C$90 million termination fee, paid by Celtic, if it’s not completed under certain conditions.

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Blackstone Joint Venture to Sell Senior Housing to HCP

A Blackstone Group LP (BX:US) fund and Emeritus Corp. (ESC:US) agreed to sell a group of senior housing properties to HCP Inc. (HCP:US) for $1.73 billion, the largest deal for a health-care real estate investment trust this year.

Paul, Weiss Rifkind Wharton & Garrison LLP represented HCP, Skadden Arps Slate Meagher & Flom LLP advised Emeritus and Simpson Thacher & Bartlett LLP was counsel to Blackstone and the joint venture of Blackstone and Emeritus.

Paul, Weiss’s lawyers included corporate partners Robert Schumer and Justin Hamill, real estate partner Harris Freidus and tax partner Jeffrey Samuels. All were based in New York.

Skadden partners on this matter include Joseph Coco, M&A and REIT; John Rayis, tax and REIT; Peter Serating, M&A; Audrey Sokoloff, real estate and REIT; and David Goldschmidt, corporate finance and REIT.

Simpson Thacher is representing Blackstone and the joint venture of Blackstone and Emeritus. The Simpson team includes partners Gregory Ressa and Erik Quarfordt, real estate and John Hart, tax.

Blackstone Real Estate Partners VI bought the 133-property portfolio out of bankruptcy in 2010, HCP said in a statement Oct. 16. The Long Beach, California-based company, the largest health-care REIT by market value, said the purchase will add 8 cents a share to its annual funds from operations.

Emeritus, a Seattle-based operator of assisted-living communities, will lease the properties from HCP and continue to operate them, according to the statement. Emeritus will pay $105.5 million in rent in the first year of the lease, the company said in a separate statement. Emeritus will also purchase nine other properties from the Blackstone venture.

HCP also said it has agreed to sell 22,000,000 shares of its common stock to Goldman, Sachs & Co. HCP intends to use the net proceeds of the offering to finance a portion of the purchase price for the acquisition of the 133 senior housing communities. Skadden advised HCP on that matter. The same attorneys were involved as on the deal for Emeritus.

Sidley Austin LLP represented Goldman on the financing. The team includes Sharon Flanagan, Brad Fenner and Sally Wagner Partin.

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Firm News

Squire Sanders to Open New Office in Sydney on Nov. 1

Squire Sanders LLP is starting a new office in Sydney on Nov. 1, to be headed by cross-border mergers and acquisitions specialist Campbell Davidson. He will be joining the firm as a partner from Allens.

In addition to Campbell, the firm’s initial Sydney-based team will include an of counsel in intellectual property and technology from Truman Hoyle, a DLA Piper LLP tax lawyer, who will also be of counsel and a labor and employment senior associate who joins from Holding Redlich.

The opening follows the announcement earlier this month of a new office in Seoul. The firm also opened an office in Singapore this year. The firm currently has an office in Perth.

“This investment in Sydney will support all our clients who do business not just in Australia but also across the Asia Pacific region,” James J. Maiwurm, chairman and global chief executive officer of Squire Sanders, said in a statement. “Our strategy has been to focus on high-level recruitment and invest in lawyers who have the right cultural and strategic fit, to support clients who seek to invest and capitalize on business opportunities in the key hubs across the region -- Perth, Beijing, Shanghai, Hong Kong, Singapore, Tokyo and now Seoul and Sydney.”

Davidson advises national and international clients on acquisitions, disposals and joint ventures. Among his recent transactions are on behalf of China gold and copper producer Zijn Mining Group, on its takeover bid for ASX listed Norton Gold Fields. He also acted for the John Laing, Abigroup, Thiess, and Infrared consortium bid for the Sunshine Coast University Hospital PPP project, the firm said.

Squire Sanders has more than 1,300 lawyers in 37 offices in 18 countries.

Moves

Oil and Gas Partner Joins King & Spalding in Singapore

King & Spalding LLP has recruited oil and gas lawyer Merrick White, as a partner in its energy practice. White, who will be based in Singapore, joins King & Spalding from Clifford Chance LLP, where he was a partner, the firm said.

White has spent the last 16 years in Singapore and Indonesia handling legal, commercial, business development and engineering matters in the oil, gas and petrochemical industries. He also has in-house commercial experience, having worked as a gas marketing manager for Clyde Petroleum, Gulf Indonesia and ConocoPhillips, and as a commercial manager and lead process engineer at British Gas Exploration and Production, the firm said. White was a chartered chemical engineer before becoming a lawyer.

King & Spalding has 800 lawyers in 17 offices in the U.S., Europe, the Middle East and Asia.

Jones Day Adds Two Atlanta Mergers and Acquisitions Partners

Jones Day added Frank Layson and Erik Belenky to its 140- lawyer Atlanta office as partners in the mergers and acquisitions practice. Both were formerly partners in Paul Hastings LLP’s Atlanta office.

Layson represents both public and private companies in a variety of industries. His primary area of practice is mergers, acquisitions, joint ventures, and strategic alliances.

Belenky’s practice is focused on mergers and acquisitions, where he represents public and private companies, special committees and financial advisers in domestic and cross-border acquisitions, divestitures, strategic alliances, and corporate restructurings.

Jones Day has more than 2,400 lawyers in offices worldwide.

Seyfarth Shaw Bolsters Boston Labor and Employment Practice

Seyfarth Shaw LLP announced that labor and employment partner Patrick Bannon has joined the firm’s Boston office. He was previously a partner at McCarter & English LLP.

Bannon represents employers in litigation, including wage and hour collective and class actions, non-competition and trade secret disputes and complex discrimination claims. He also counsels employers on labor and employment issues, including leaves of absence, discipline and termination, managing employees with physical and mental conditions that might be considered disabilities, employment contracts, separation agreements, and reductions in force, the firm said.

Seyfarth Shaw has more than 800 attorneys in 10 offices throughout the U.S.

Thompson Hine’s Washington Office Expands IP Practice

Thompson Hine LLP announced that Clifton McCann, whose practice is in the area of intellectual property dispute resolution, has joined the firm’s Washington office from Venable LLP.

McCann’s practice focuses on the development and defense of patent rights in the chemical, biological, mechanical and software/business method arts.

Among his successes are serving as lead trial counsel for patentee Ecolochem, now part of General Electric Co., in Ecolochem Inc. v. Southern California Edison Co., the firm said.

Thompson Hine’s has lawyers at seven U.S. offices.

News

Manhattan District Attorney Names Szuchman Investigations Chief

David Szuchman was named head of the investigation division of the Manhattan District Attorney’s office to succeed Adam Kaufmann, who is leaving for a job in the private sector.

Szuchman, 40, will become chief of the unit on Nov. 15 to replace Kaufmann, 47, who is leaving the office at the end of the year, Manhattan District Attorney Cyrus R. Vance Jr. said in a statement. Szuchman currently serves as chief of the cybercrime and identity theft bureau, and deputy chief of the investigation unit, Vance’s office said.

A graduate of the University of Vermont and Hofstra Law School, Szuchman started his career as an assistant district attorney in Manhattan in 1997. He also worked for the state attorney general’s office, investigating and prosecuting complex fraud and antitrust cases, and as a federal prosecutor at the U.S. Justice Department’s Child Exploitation and Obscenity Section, according to Vance’s office.

He was nominated by former New Jersey Governor Jon Corzine to become that state’s consumer affairs director, a post he held until he returned to the Manhattan District Attorney’s office in 2010 as chief of an expanded cybercrime and identity theft bureau, Vance’s office said.

Under Szuchman’s leadership, the bureau “investigated and prosecuted major cyber fraud rings, theft of intellectual property, computer intrusions and malware attacks, and organized money laundering operations,” Vance said.

Kaufmann, who has been with the district attorney’s office for 18 years, has headed the investigation division for three years and has supervised probes of sanctions violations by international banks that have led to $1.8 billion in fines and forfeitures. Vance’s office declined to comment on Kaufmann’s new job.

Kaufmann joined the district attorney’s office in 1994 and was part of the team that secured a conviction in the case of Robert Bierenbaum, a plastic surgeon found guilty in 2000 of murdering his wife in 1985 and dumping her body into the Atlantic Ocean, according to Vance’s website.

Kaufmann in 2000 joined the office of the city’s special narcotics prosecutor, where he supervised long-term probes of drug-smuggling organizations, before being assigned in 2003 to handle complex financial crime investigations.

For more, click here.

To contact the reporter on this story: Elizabeth Amon in Brooklyn, New York, at eamon2@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net


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