Antitrust Merger Clearance

Mergers

• Represented Poly in its $3.3 billion acquisition by HP. The transaction combined the collaboration technology company with a multinational information technology company. The deal was unconditionally cleared by regulators in the U.S., China, Columbia, Mexico, and by the European Commission. While COFECE cleared the deal unconditionally, it levied a gun-jumping file against the parties, triggering a jurisdictional dispute between the IFT and COFECE, which had to be resolved by the court.
• Represented Mandiant in its $5.4 billion acquisition by Google. The transaction was investigated by the DOJ and was subject to a Second Request before clearance. The acquisition combined the internet giant's existing security portfolio with Mandiant's cybersecurity and threat intelligence capabilities.
• Represented Bungie in its $3.6 billion acquisition by Sony. The FTC reportedly investigated the deal over concerns that Sony would foreclose rivals by making Bungie’s content exclusive to PlayStation. But under the merger agreement, Bungie would continue to retain the “ability to self-publish and reach players wherever they choose to play.” The acquisition was subject to a Second Request before clearance.
• Represented ForgeRock in connection with its successful $2.3 billion acquisition by Thoma Bravo. The transaction combined ForgeRock’s identity security platform with Thoma Bravo’s portfolio company Ping Identity. The acquisition was subject to a DOJ Second Request before clearance.
• Represented Altera in its acquisition by Intel, an all-cash transaction valued around $16.7 billion. The transaction combined Intel's semiconductor manufacturing processes with Altera's FPGA technology. The deal was subject to investigations by the FTC, the European Commission, and China’s Ministry of Commerce, and was cleared unconditionally by the DOJ.
• Wilson Sonsini has represented Google on antitrust matters in all of its major transactions, each of which has been subject to significant antitrust scrutiny, including:
  • Google’s $3.1 billion acquisition of DoubleClick, one of the leaders in the online advertisement-serving business. When the deal was announced, public advocates and others said the transaction would create “extreme market concentration.” Wilson Sonsini convinced the FTC that, in fact, the companies were in different complementary spaces, and the transaction was cleared.
  • Represented Google in its acquisition of ITA Software, a major source of information about airfares used by airlines, travel agents, and Google’s competitors. When the transaction was announced, the travel industry reportedly was “...worried that Google could end up wielding too much influence in the sector.” Nonetheless, DOJ cleared the transaction within eight months, subject to a condition that only required licensing of ITA software on a nondiscriminatory basis.
• Represented Deutsche Telekom, T-Mobile’s parent company, in T-Mobile’s merger with Sprint, which was completed on April 1, 2020. The transaction is one of the largest telecommunications deals in history, creating “The New T-Mobile” with an enterprise value of approximately $146 billion and more than 125 million customers. The completion of the transaction represents the successful culmination of a multi-year process involving multiple in-depth reviews by federal and state regulatory authorities.
• Represented Careem in its $3.1 billion acquisition by Uber. A pioneer in the Middle East's ride-hailing economy, Careem operated in 15 countries in the greater Middle East region at the time the transaction was announced and the company was expanding services across its platform to include mass transportation, delivery, and payments.
• Represented Trulia in its $3.5 billion acquisition by Zillow, a transaction that combined the two leading real estate listing portals. At the time the transaction was announced, the companies reportedly had a combined 61 percent share traffic for online home listings, and were described as “dominant.” Wilson Sonsini successfully convinced the FTC to clear the transaction within six months of the deal announcement.
• Defended Qualcomm against a $105 billion takeover attempt by Broadcom. The transaction would have been the largest technology merger in history and faced significant antitrust scrutiny in the U.S., China, the EC, and other jurisdictions. Wilson Sonsini worked with Qualcomm to secure the necessary regulatory commitments and protections to guard against the uncertainty raised by the proposed acquisition, and devised a strategy to protect the company from a prolonged and uncertain regulatory review.
• Represented Seagate Technology in its $1.4 billion acquisition of the hard-disk-drive (HDD) business of Samsung Electronics, a transaction that combined two of the world's largest HDD manufacturers. The transaction, which had worldwide implications, was reviewed by more than 12 jurisdictions and received significant scrutiny from the FTC, the European Commission, and China's Ministry of Foreign Commerce.
• Represented Tractor Supply Co. in its $320 million acquisition of Orscheln Farm & Home stores. The transition was closed after clearance from the FTC, in which Tractor Supply Co. will sell a portion of the acquired stores. The store locations retained are to be refitted to Tractor Supply branding, expanding the company's regional reach across the Midwest.
• Represented Price Chopper Supermarket in its merger with Tops Friendly Markets. The deal increased the footprint of the two supermarket chains to approximately 300 store locations. The merger allowed for the companies to maintain separate branding while overseen by a new parent company.
• Represented Southeastern Grocers in connection with the sale of 62 of its stores to Ahold Delhaize in a transaction second requested by the FTC, and investigated closely by several State Attorneys General, including from North Carolina, South Carolina, and Georgia. The transaction cleared without any remedy, even though the consolidation resulted in markets concentrating far more substantially than previously had been allowed by the FTC. Wilson Sonsini convinced the FTC to consider far more product markets than traditional grocers, which had been the standard in all previous reviews.
• Represented Lucky’s Market, a Colorado-based natural and organic supermarket chain that operates 17 stores in 13 states, in a strategic partnership with, and investment by, Kroger. Wilson Sonsini facilitated the development of complicated governance and distribution provisions that required antitrust counseling and creative solutions to significant business concerns.
• Represented Associated Wholesale Grocers (AWG) and Affiliated Foods Midwest Cooperative (AFM) in a merger of the two leading retailer-owned cooperatives. Despite significant geographic overlaps in the Midwest, Wilson Sonsini successfully argued that the merger would allow its member customers to benefit from additional scale and buying power.
• Advised The Food Partners’ and Indiana Grocery Group’s bid in a bankruptcy auction of 20 Strack & Van Til stores in the Midwest. Indiana Grocery Group was awarded the winning bid in the auction, unseating Albertsons’ (Jewel-Osco) stalking horse bid and allowing the region’s largest and best known independent supermarket chain to remain under the original owners’ control. The critical aspect of o the bankruptcy court not to accept Albertson’s bid.