Milbank Advises Amerigon Europe GmbH on the Acquisition of W.E.T. Automotive Systems AG

Yesterday Amerigon Europe GmbH (Amerigon) announced the plan to offer to acquire bearer shares from shareholders of W.E.T. Automotive Systems AG (W.E.T.) in an all-cash voluntary public takeover offer. The transaction is subject to the approval of the respective antitrust authorities. The bidder and the majority shareholders of W.E.T. have entered into an agreement (the SPA) comprising either the direct sale of the shares to the bidder or their tender into the takeover offer. The SPA is subject to the approval of the competent corporate bodies as well as other conditions. The takeover offer is made in connection with the execution of a Business Combination Agreement between Amerigon and W.E.T. Amerigon is advised by the international law firm Milbank, Tweed, Hadley & McCloy LLP regarding all non-US corporate, tax and antitrust law aspects of the acquisition.

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Tags:  Milbank LLP

Shearman & Sterling Advises on Edcon’s €317 Million and US$250 Million High Yield Bond Offering and Senior Revolving Credit Facility

Shearman & Sterling represented Barclays Bank PLC, Deutsche Bank AG, London Branch, Goldman Sachs International, and Morgan Stanley & Co. International & plc as initial purchasers in Edcon (Proprietary) Limited’s €317 million and US$250 million high yield bond offering. The proceeds of the offering will be used for general corporate purposes, including the refinancing of certain hedging obligations and existing indebtedness of Edcon. The firm also represented Absa Capital, a division of Absa Bank Limited, as facility agent in connection with Edcon’s senior revolving credit facility. Shearman & Sterling had also advised the arrangers and initial purchasers of the ZAR 26 billion acquisition financing for the acquisition of Edcon in 2007.

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Centro Retail to Sell U.S. Properties to Blackstone Group

Weil, Gotshal & Manges LLP was counsel to Centro Retail, Australia’s largest manager of retail property investment syndicates, in negotiations to sell its portfolio of 588 U.S. shopping centers and its U.S. Service Business to BRE Retail Holdings, Inc., an affiliate of Blackstone Real Estate Partners VI, L.P. The sale is expected to close in mid-2011 and is part of Centro’s proposed restructuring of its capital structure. Blackstone will acquire the Centro’s U.S. business for an enterprise value of approximately $9.4 billion, with total equity proceeds for Centro, Centro Retail Trust, and its other managed funds totaling $1.38 billion. Centro’s proposed restructuring will result in a new entity with a leading Australian portfolio of retail centers.

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WilmerHale Represents Thermo Fisher Scientific in Dual Unit Sale and $2.2B Debt Offering

In deals totaling $940 million in cash, WilmerHale represented Thermo Fisher Scientific Inc. in the sale of two of its businesses. Thermo Fisher has entered into definitive agreements to sell Athena Diagnostics to Quest Diagnostics for $740 million and to sell Lancaster Laboratories to Eurofins Scientific SE for $200 million, subject to a post-closing adjustment. Thermo Fisher expects to close these transactions in the second quarter of 2011.

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Tags:  Wilmer Cutler Pickering Hale and Dorr LLP