Deal Watch: Cleary Defector Helped Guide $2B Fitbit Deal for Google
Which outside deal lawyers does Google have to thank for its latest acquisition? Strangely enough, it depends on whom you ask.
November 01, 2019 at 05:40 PM
8 minute read
Google, previously unable to make much headway in the wearable technology game, has purchased established player Fitbit in a transaction valued at $2.1 billion. The wearables company will now be fully under the Google platform.
Which outside deal lawyers does Google have to thank for its new fitness accessory?
Strangely enough, it depends on whom you ask.
Cleary, Gottlieb, Steen & Hamilton acted as legal adviser for Google in the transaction, and on Friday the firm provided a list of 10 partners who worked on the deal, topped by New York-based M&A partner Aaron Meyers.
Noticeably absent was recently-departed Cleary rainmaker Ethan Klingsberg, a longtime Google deal-maker who left Cleary last week to join Freshfields Bruckhaus Deringer with three other partners. Klingsberg worked on Google's acquisitions of Waze, Motorola Mobility and other subsidiaries, as well as the restructuring of Google into Alphabet.
However, two sources close to the Fitbit deal confirmed that Klingsberg was involved and was leading the deal up until the time of his departure, consistent with his work for Google at Cleary over the past several years.
Klingsberg's move to Freshfields made waves due to his book of business (pegged at at least $30 million by a source); his pay guarantee ($10 million for at least five years, according to another source); his jump from a lockstep U.S. firm to a Magic Circle firm; and because Cleary fired the group on their way out the door. He will lead the U.S. M&A practice at Freshfields.
A Cleary spokesperson said that Klingsberg's name was not listed in the deal announcement sent to The American Lawyer because the firm only lists attorneys that are currently with the firm.
Requests for comment from Google were not answered.
On the Fitbit side, the lawyer lineup is more straightforward. San Francisco-based corporate partner and M&A practice co-chair Doug Cogen led the deal team. He declined to comment when asked about Klingsberg's involvement.
Vinson & Elkins provided antitrust counsel for Google, while Lazard acted as financial adviser for the tech giant. Qatalyst Partners provided financial counsel to Fitbit on the deal.
In other deals:
Banijay Group/Endemol Shine Group (Walt Disney Co. and Apollo Global Management)
Paris-based production and media company Banijay Group has entered into a deal to acquire Endemol Shine Group from co-owners The Walt Disney Co. and Apollo Global Management. The new entity will have a revenue stream of about €3 billion, or $3.3 billion.
Endemol has 120 different production labels and over 66,000 hours of scripted and unscripted content. Together, Baijay and Endemol have over 100,000 hours of content, including shows like Black Mirror, Versailles, The Millennium Trilogy, Peaky Blinders, Big Brother, MasterChef and Survivor.
Darrois Villey Maillot Brochier, Kirkland & Ellis for Banijay Group/Hogan Lovells for Endemol Shine Group/Cravath, Swaine & Moore for The Walt Disney Co./Paul, Weiss, Rifkind, Wharton & Garrison for Apollo Global Management and Edemol Shine Group
Prologis/Liberty Property Trust
Logistics real estate giant Prologis has agreed to acquire Liberty Property Trust in an all-stock transaction valued at $12.6 billion. Liberty owns and manages over 112 million square feet of space in the U.S. and U.K., serving over 1,200 tenants, according to the company's website.
In June of this year, Prologis attempted to purchase Singapore-based GLP, but that deal ultimately went to Blackstone Group for over $18 billion. San Francisco-based Prologis did acquire Industrial Property Trust in July in a deal worth just shy of $4 billion.
Wachtell, Lipton, Rosen & Katz for Prologis/Morgan, Lewis & Bockius for Liberty Property Trust
PPF/Central European Media Enterprises
PPF, an investment fund run by wealthy Czech businessman Petr Kellner, has entered into an agreement to purchase broadcast company Central European Media Enterprises for $2.1 billion. PPF will pay $4.58 per share in cash to shareholders of the Nasdaq- and Prague-listed CME, which is a 32% premium on the stock price in March when the company began its strategic review. CME operates television stations in the Czech Republic, Bulgaria, Romania, Slovakia and Slovenia.
White & Case for PPF/Covington & Burling for Central European Media Enterprises
VICI Properties/JACK Entertainment
VICI Properties, which describes itself as an "experiential real estate trust," has entered into an agreement to purchase two casinos from JACK Entertainment for $843 million in cash. JACK Cleveland Casino and JACK Thistledown Racino will continue to be operated by JACK Entertainment.
The Jack Cleveland opened in 2012, while the Jack Thisteldown Racino opened in 2013. VICI owns a bevy of gaming facilities, occupying more than 40 million square feet and including over 15,000 hotel rooms and more than 150 restaurants.
Kramer Levin Naftalis & Frankel for VICI Properties/Paul, Weiss, Rifkind, Wharton & Garrison for JACK Entertainment
Ellie Mae/Capsilon
Pleasanton, California-headquartered, cloud-based platform provider Ellie Mae has agreed to purchase AI-powered mortgage automation company Capsilon. Financial details of the deal were not disclosed. The combination of Ellie Mae's mortgage-specific SaaS platform and Capsilon's AI engine is thought to be an end-to-end solution for mortgage companies looking to automate their processes. The AI product, Capsilon IQ, is already used by six of the 10 largest originators in the industry, according to the company.
Sidley Austin for Ellie Mae/Kirkland & Ellis for Capsilon
Interxion/Digital Realty
Amsterdam-based Interxion and San Francisco-based Digital Realty have agreed to combine businesses in a transaction that will create an entity with $8.4 billion in enterprise value. Digital Realty, which supports data center, colocation and interconnection services across the U.S., EMEA and APAC regions, will combine with Euro-centric Interxion, which provides carrier-neutral and cloud-neutral colocation data center services to more than 50 data centers in 11 European countries. Under the terms of the agreement, Interxion shareholders will receive a fixed exchange ratio of 0.7067 Digital Realty shares per Interxion share, according to a press release.
Debevoise & Plimpton and Greenberg Traurig (Amsterdam) for Interxion/Latham & Watkins and De Brauw Blackstone Westbroek N.V. for Digital Realty
Clayton, Dubilier & Rice/Anixter International
Clayton, Dubilier & Rice, via some of their managed funds, will acquire Glenview, Illinois-based technology distributor Anixter International in an all-cash transaction valued at $3.8 billion. CD&R-managed funds will acquire all of the outstanding shares of Anixter common stock at $81.00 per share, in cash. That's a premium of approximately 13% over Anixter's closing price on Oct. 29. Post-transaction, Anixter will become a private company. Under the terms of the merger agreement, Anixter may solicit proposals from third parties for a period of 40 calendar days continuing through Dec. 9.
Debevoise & Plimpton for Clayton, Dubilier & Rice/Sidley Austin for Anixter
Fiat Chrysler/Peugeot
Auto giants Fiat Chrysler and Peugeot have entered into an agreement to merge the two companies, creating massive new player in the auto industry. The combined market value of the two companies is projected to be about $50 billion, with revenues of $190 billion. The merger is the largest in the industry since Daimler and Chrysler merged 10 years ago. The new company will be headquartered in the Netherlands with a U.S. office in Detroit. The merger will put brands Alfa Romeo, Citroën, Chrysler, Dodge, DS, Fiat, Maserati, Opel, Peugeot, Ram, and Vauxhall all under the same roof.
Linklaters, Bredin Prat and Darrois Villey Maillot Brochier for Peugeot SA/Sullivan & Cromwell for Fiat Chrysler
Amgen/Beigene
Thousand Oaks, California-based biologics company Amgen has agreed to purchase 20.5% of Chinese pharmaceutical company Beigene for $2.7 billion, giving the former a stronger presence in China, the second largest pharmaceutical market in the world. The price comes out to $174.85 per share, which represents a 36% premium over the weighted 30-day stock price. Beigene has an established presence in China, with a 700-person commercial operation and a 600-person clinical development organization already in place.
Latham & Watkins for Amgen/Skadden, Arps, Slate, Meagher & Flom and Goodwin Procter for Beigene
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