Gibson, Dunn & Crutcher LLP is representing Dole Food Co. (DOLE), which agreed to a higher takeover offer from Chairman and Chief Executive Officer David Murdock in a deal that values the fresh fruit and vegetable producer and marketer at $1.21 billion. Sullivan & Cromwell LLP represents the special committee to Dole. Paul Hastings LLP represents Murdock.
S&C partners on the deal include Alison Ressler and Pat Brown, corporate; Marc Trevino, executive compensation and benefits; John Estes and Erik Lindauer, financing; and Ron Creamer, tax.
Corporate partner Peter Tennyson is heading the Paul Hastings team, which also includes, finance partner Michael Chernick, antitrust partner C. Scott Hataway and M&A partner Claudia Simon.
Murdock raised his offer to $13.50 a share in cash, the Westlake Village, California-based company said in a statement yesterday. That’s a 13 percent boost from the $12 a share Murdock, 90, offered in June for the 60 percent of the company not already owned by him or his family.
Murdock, who served as CEO between 1985 and 2007, returned to the role in February. He took the company private once before, in 2003, and has said he wants to do so again to remove “the concern that a public company must have for the investing public’s short-term expectations.”
Dole has been unprofitable in two of the last three years and according to one analyst’s estimate it’s forecast to lose $11.3 million in 2013. Sales declined in 2012 after the company divested European businesses and as banana prices fell in North America.
The transaction will be paid for with cash and equity contributed by Murdock as well as financing from Deutsche Bank AG (DBK), Bank of America Corp. (BAC) and the Bank of Nova Scotia. (BNS) The deal, expected to close during the fourth quarter, includes a 30-day “go-shop” period during which the board may consider alternate proposals.
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Simpson Thacher Advises Pinnacle Foods on Unilever’s Purchase
is representing Pinnacle Foods Inc. (PF), the maker of Hungry Man dinners that’s majority-owned by Blackstone Group LP, in its agreement to buy Unilever’s Wish-Bone unit for $580 million, adding the U.S. market leader for Italian salad dressings. Cravath, Swaine & Moore LLP represents Unilever.
The Simpson Thacher team includes partners Dan Clivner, mergers and acquisitions; and Alden Millard, credit.
The Cravath team included partners Mark I. Greene, corporate; Michael L. Schler, tax; Matthew Morreale, environmental; and David J. Kappos, intellectual property.
The transaction is expected to immediately add to earnings and brings in brands with annual sales of about $190 million, Parsippany, New Jersey-based Pinnacle said today in a statement. Wish-Bone also includes the Western dressings brand.
Unilever (UNA), the maker of hundreds of products from Dove soap to Knorr soup, has been pruning its food business to focus on faster-growing health and beauty products. The company sold its Skippy peanut butter brand this year, having disposed of its P.F. Chang’s and Bertolli frozen meals businesses in 2012.
The Wish-Bone sale “fits within Unilever’s mantra lately of repositioning their portfolio to stronger long-term growth prospect brands,” Erin Lash, an analyst at Chicago-based Morningstar Inc., said in an interview. “With some of these brands, they weren’t able to leverage the strength and others would be more apt to do so.”
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SEC Names Aronow Chief Counsel of International Affairs Office
The Securities and Exchange Commission named Geoffrey Aronow chief counsel and senior policy adviser in Office of International Affairs, the agency said on its website.
“As the international regulatory arena continues to grow, the related legal and policy issues will become an increasingly critical part of the commission’s work,” SEC Chairwoman Mary Jo White said in a statement. “Geoffrey brings significant talent and experience to this new position, and I am pleased that he has agreed to take on this role.”
Aronow has been serving as senior counsel to White. In his new role, he will provide legal counsel to the director of the office and be involved in advising and formulating commission policy in the international arena, according to the government.
Ogletree Deakins Adds Three Shareholders in Portland, Oregon
Ogletree, Deakins, Nash, Smoak & Stewart PC added a group of three partners in Portland, Oregon, from Littler Mendelson PC, with traditional labor experience, employment litigation capabilities, and immigration depth.
The three new lawyers, Howard Rubin, Larry Amburgey, and Patricia Haim, reunite with partner Caroline Guest and a counsel who also recently joined Ogletree Deakins from Littler’s Portland office.
“We’ve made a strategic investment in Portland and the Northwest, which includes a commitment to attracting and retaining the best and brightest attorneys in the market,” Kim Ebert, managing shareholder of Ogletree Deakins said in a statement. “This group is a real coup for our efforts in the region as their decades of experience and stellar reputation underscore the depth of service and value we provide our clients.”
Rubin has represented public and private sector employers in employment and labor law matters for more than 25 years. His traditional labor practice includes the representation of employers in union organizing campaigns, interest and grievance arbitrations, unfair labor practice charges, labor agreement administration, and negotiations, the firm said.
Amburgey has more than 35 years of experience representing employers in the Pacific Northwest region. In his traditional labor practice, he handles union organizing campaigns, unfair labor practice matters, negotiations, grievances, and arbitrations, the firm said. His employment-law practice focuses on discrimination and wrongful-discharge claims and claims arising under the Americans with Disabilities Act, Family and Medical Leave Act, Age Discrimination in Employment Act and Title VII.
Haim has almost 30 years of experience representing employers in labor, employment and business immigration matters. Her immigration practice focuses on I-9 requirements and compliance and the filing of visa petitions, the firm said.
Ogletree Deakins has more than 650 lawyers in 44 offices in the U.S. and Europe.
Holder Mandates Seeks Shorter Sentences for Some Drug Charges
U.S. Attorney General Eric Holder has ordered changes across the Justice Department to eliminate what he called “Draconian” mandatory minimum sentences for certain non-violent drug offenders.
Holder, in a speech yesterday in San Francisco, laid out proposals to reduce the U.S. prison population. He questioned the effectiveness of the more than 40-year-long “war on drugs” and announced support for bipartisan efforts in Congress and states to move away from long sentences in favor of other punishments.
“We must face the reality that, as it stands, our system is in too many respects broken,” Holder said at the American Bar Association’s annual conference. “The course we are on is far from sustainable.”
The Justice Department has been working on a review of the U.S. criminal-justice system at Holder’s direction since the start of this year. Lawmakers in Congress have sought to identify ways to reduce a system that held more than 1.5 million people in 2012 at federal, state and local levels.
Speaking in April to the National Action Network, a civil rights advocacy group, Holder contended that mandatory minimum sentences often “breed disrespect for the system and are ultimately counterproductive.”
U.S. prosecutors will now sidestep the statutorily required mandatory minimums by charging low-level, nonviolent offenders “with offenses for which the accompanying sentences are better suited to their individual conduct,” Holder says in his prepared remarks.
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Samsung Losses to Apple Give IPhone Maker Negotiation Edge
Apple Inc. (AAPL)’s patent-infringement victory over Samsung Electronics Co. (005930) could go far in bolstering its claim of copying and providing an advantage in any settlement between the world’s two top smartphone manufacturers.
The U.S. International Trade Commission on Aug. 9 said Samsung infringed two Apple patents and issued an order banning imports of products using the iPhone maker’s multitouch features and headphone jack detection. President Barack Obama’s administration could overturn the import ban on public policy grounds, as it did Aug. 3 in an order against older iPhones.
“These results give Apple a bit of an edge in the settlement negotiations that are going on,” said Susan Kohn Ross, a lawyer with Mitchell Silberberg & Knupp LLP in Los Angeles. “Assuming this order becomes final, the question that arises is how important are these models of phones and other electronic gadgets to the overall portfolio of Samsung products.”
The companies are spending hundreds of millions of dollars in legal fees for some sort of victory that gives them the upper hand in a final, negotiated solution. Apple, which initiated the legal fight in 2011, is seeking to limit the Galaxy maker’s increasing share of the U.S. smartphone market, where Apple is No. 1 and Samsung No. 2.
“We now have enough court decisions that pretty soon the parties are going to understand their relative strengths against each other and their weaknesses against each other,” said Jeff Lewis of Patterson Belknap Webb & Tyler in New York.
Apple sued Samsung alleging patent infringement in 2011, saying the Korean company “has chosen to slavishly copy Apple’s innovative technology.” Samsung responded a week later with its own patent claims. The fight escalated into a legal battle on four continents with no clear winner and no end in sight, despite negotiations that have included direct talks between chief executives of both companies.
At stake is an increased share of a smartphone market that rose 34 percent to $293.9 billion last year, according to data compiled by Bloomberg. The average price of a smartphone has plunged to $375 from $450 since the beginning of 2012, IDC estimates.
The Apple ITC case against Samsung is In the Matter of Electronic Digital Media Devices, 337-796, and Samsung’s case is In the Matter of Electronic Devices, Including Wireless Communication Devices, Portable Music and Data Processing Devices, and Tablet Computers, 337-794, both U.S. International Trade Commission (Washington).
The Apple appeal is Apple Inc. v. Samsung Electronics Co., 13-1129, U.S. Court of Appeals for the Federal Circuit (Washington). The lower court case is Apple Inc. v. Samsung Electronics Co. Ltd., 11-cv-01846, U.S. District Court, Northern District of California (San Jose).
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