Hostile Takeovers & Unsolicited Bids

Latham’s clients include all of the major participants in M&A transactions, including hostile bidders and potential “white knight” suitors, as well as their debt financing sources and financial advisors, and (as described separately) very often the target companies themselves.

In the preliminary stages of a client’s evaluation of a potential unsolicited bid, Latham’s M&A lawyers:

• Assess the target company’s vulnerability to an unsolicited takeover
• Anticipate the target company's likely defensive strategies
• Analyze potential legal impediments to an unsolicited takeover, including under applicable antitrust/competition and other regulatory regimes
• Advise on a bidder’s proposed financing package, including an assessment of the target company’s debt capital structure for any required refinancing of the target company's public and/or private debt

Once a determination is made to proceed with an unsolicited bid, Latham’s M&A lawyers:

• Prepare privately proposed bids or public “bear hug” overtures
• Launch and implement hostile tender offers and related proxy contests
• Advise on compliance with applicable federal, state or foreign takeover regimes
• Negotiate debt financing commitments with potential lenders
• Assist alternative “white knight” suitors or other transaction participants

In addition, Latham’s M&A litigators are actively involved from the outset in planning for and implementing the optimal litigation strategies in connection with hostile takeover bids.

An irony of a hostile deal practice, particularly on the target side, is that many of the success stories, particularly on the target side, are not public, so that deal lists and client lists tell only part of the story. Nevertheless, Latham & Watkins is proud of its efforts that are in the public domain, which include:

• Microsoft's proposed unsolicited acquisition of Yahoo! Inc. Latham provided anti-trust counsel to Yahoo! Inc.
• Electronic Arts Inc. proposed hostile takeover of Take-Two Interactive Software, Inc. Latham provided anti-trust counsel to Electronic Arts Inc.
• Cadence Design Systems, Inc. proposed hostile takeover of Mentor Graphics Corporation. Latham represented Mentor Graphics Inc.
• Harrah's Entertainment, Inc., the world's largest casino company, in a US$27.8 unsolicited leveraged buyout offer by Apollo Management and Texas Pacific Group to acquire. The deal is one of the largest LBOs in US corporate history. Latham represented Harrah's Entertainment.
• Echostar Communications' US$26.6 billion unsolicited proposal to acquire Hughes Electronics (not consummated). Latham acted as special counsel to Hughes Electronics' management and board of directors.
• Hilton Hotels' US$10 billion hostile tender offer and proxy contest for ITT Sheraton (not consummated). Latham represented Hilton Hotels.
• Schemaventotto's €8.78 billion acquisition of the 70 percent of outstanding common stock of Autostrade it did not own. Latham represented Schemaventotto.
• Safeway's US$1.9 billion unsolicited acquisition of 65 percent of The Vons Companies. Represented Safeway.
• United Rentals' proposed US$1.4 billion unsolicited acquisition of Rental Service (not consummated). Latham represented Rental Service.
• National Land Partners LLC's US$412 million unsolicited offer to acquire Alico, Inc. Latham represented the Special Committee of Alico.