Tender Offers and Contests for Corporate Control

Niederer Kraft Frey is well known for its representation of bidders, targets, boards of directors and institutional shareholders in negotiated as well as unsolicited (“hostile”) takeover and contests for corporate control of publicly held companies. Having been retained as trusted advisor in many of the most notable corporate and transformational transactions over the past decades, NKF is recognized as a market leader in this area. In recognition of our role as lead counsel in the paradigm changing USD 30 billion takeover of the Swiss biopharma company Actelion Ltd by Johnson & Johnson, we received in 2018 the Transatlantic M&A Team of the Year Award from the American Lawyer in the large deal category.

Public M&A and contests for corporate control are complex and require a 360 degree interdisciplinary advisory approach. With its Tier I ranking in Corporate M&A, Capital Markets and Banking and Finance and its track record, NKF has the in depth expertise and know-how to advise on all facets in the acquisition or defense of a public company ranging from corporate governance and directors duties, disclosure and reporting issues, tender offer regulations and shareholder and Takeover Board litigation to employee benefits, tax and financing and other capital markets aspects.

Highlights:

  • Lead counsel to SIX listed Actelion Ltd in the USD 30 billion takeover of Actelion by Johnson & Johnson and the concurrent demerger and spin-off to shareholders of Idorsia Ltd., Actelion’s drug discovery and early clinical development business, one of the largest European transactions over the past two decades
  • Lead counsel to Bill and Melinda Gates Foundation Trust in the successful defense of SIX listed Sika Ltd against the hostile takeover attempt by Saint-Gobain
  • Lead counsel to Nasdaq listed BioTelemetry, Inc. in its successful competing tender and ex-change offer for SIX listed med tech company LifeWatch AG
  • Lead counsel to SIX listed Actelion Ltd, the largest European biopharma company, in its success-ful defense against the proxy fight and hostile takeover attempt of Elliott Associates and other activist firms.