Overview

Corporate transactions, whether acquisitions, joint ventures, or investments, often require a sophisticated assessment of antitrust risk and the successful completion of government antitrust review. Comprising veterans of the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), our antitrust team has the legal experience, knowledge of the antitrust review process, and understanding of sophisticated business challenges that, collectively, are essential in guiding transactions to a successful completion.

Combining deep substantive and industry knowledge with a keen understanding of the government regulatory process, our antitrust team helps clients navigate the issues raised by regulatory agencies, and includes a pre-merger notification group renowned for its mastery of the Hart-Scott-Rodino Act’s (HSR) complex filing requirements. Our antitrust team also has extensive experience in procuring FDI clearances from agencies worldwide, including notifications under the U.K. NSIA regime, and the EU screening regime.

Our attorneys regularly assist clients in conducting antitrust due diligence and in structuring relations between business partners engaging in transactions. We have extensive experience in “second request” and other government antitrust investigations brought by the FTC, DOJ, and state enforcers. We also have a proven track record of successfully defending acquisitions challenged in court as unlawful.

Ropes & Gray has a significant record of accomplishment in cross-border transactions, and leverages the expertise of our antitrust and corporate teams in the service of clients. Working with attorneys in our London, Seoul, Shanghai, Tokyo, and Hong Kong offices, and with an established global network of attorneys, we coordinate filings and obtain merger clearances worldwide.

Experience

Our antitrust attorneys have successfully guided clients through some of the most notable M&A transactions of the last decade. Our recent matters include the representation of:

Pfizer on the merger control aspects relating to its $5.4 billion acquisition of Global Blood Therapeutics.
Baring Private Equity Asia (BPEA) on the regulatory and antitrust aspects of its $7.3 billion merger with EQT. The transaction won “Private Equity Deal of the Year” at the Asia Legal Awards.
Medtronic in connection with its $1.1 billion acquisition of Intersect ENT.
Signify Health in its sale to CVS Health for $8 billion. The transaction closed following antitrust review and investigation by the Department of Justice, including a Second Request.
Ginkgo Bioworks in connection with its agreement to acquire biotechnology company Zymergen for approximately $300 million.
Bain Capital in connection with its $7.5 billion leveraged tender offer for Hitachi Metals. The transaction was recognized as a winner for “Technology, Media and Telecommunications Deal of the Year” by Asian Legal Business’ ALB Japan Law Awards.
Harvard Pilgrim Health Care, Inc. in its successful antitrust advocacy with the DOJ in connection with its merger with Tufts Health Plan, Inc.
Bain Capital in its US$18 billion acquisition of Toshiba Memory Corporation from Toshiba Corporation, by way of a Bain Capital-led consortium including Apple, Seagate Technology, Kingston Technology, Hoya, Dell Technologies and SK Hynix.
Wright Medical Group N.V. in its agreement to be acquired by Stryker Corp. in a transaction with a total enterprise value of approximately $5.4 billion.
uniQure in its $1.6 billion global licensing agreement to provide biopharmaceutical company CLS Behring with exclusive global rights to uniQure’s investigational gene therapy for patients with hemophilia B.
APG Asset Management in the expansion of its Irish joint venture with US-based Hines Group to establish a new platform to invest in the development of residential-led, mixed-use schemes across the greater Dublin area.
Google in its $2.35 billion sale of Motorola Home to Arris.
Vlingo, a leading voice recognition software company, in its sale to Nuance Communications.
TJX in its $200 million acquisition of Sierra Trading Post.
Becton Dickinson where we obtained FTC clearance in Corning Inc.’s $730M acquisition of BD’s Discovery Labware unit.
Hospital of St. Raphael before the FTC in connection with its combination with Yale New Haven Hospital.
Veeam Software in its definitive agreement to be acquired by Insight Partners, a deal valued at approximately $5 billion.
Pfizer in its definitive agreement to acquire Hospira, the leading provider of injectable drugs and infusion technologies and a worldwide leader in biosimilars, for a total value of approximately $17 billion.
Shire in its $32 billion combination with Baxalta Inc. in the pharmaceutical industry’s largest rare disease drug combination.