How does one acquire a large U.S. publicly listed company, and what key considerations should be taken into account when acquiring a U.S. public company?

First, what kind of external advisors should be engaged for acquiring a large U.S. public company? Based on publicly announced information, Halliburton’s lead financial advisor is Credit Suisse, with BofA Merrill Lynch (a subsidiary of Bank of America) also serving as a financial advisor; Baker Botts (ranked #2 in the 2015 Vault rankings for energy law) and Wachtell, Lipton, Rosen & Katz (ranked #1 overall and #1 for M&A transactions in the 2015 Vault rankings) serve as its external legal counsel; BofA Merrill Lynch, acting as the lead arranger, together with Credit Suisse, provides debt financing for the cash portion of the transaction. On Baker Hughes’ side, Goldman, Sachs & Co. (Goldman Sachs) serves as its financial advisor, while Davis Polk & Wardwell LLP (ranked #5 overall in the Vault rankings) and Wilmer Cutler Pickering Hale and Dorr LLP (a leader in U.S. antitrust law, antitrust litigation, and securities litigation) serve as its external legal counsel. It is evident that in world-class M&A transactions, prestigious investment banks and traditional Wall Street M&A law firms hold dominant positions. Moreover, given the industry-specific nature of this merger, an industry-leading law firm—such as Baker Botts—must necessarily be included among the external legal advisors. From the target company’s perspective, because the transaction involves significant regulatory compliance matters (e.g., antitrust filings) and carries substantial risk of shareholder litigation, engaging a law firm with proven expertise in regulatory compliance, securities litigation, and antitrust litigation is naturally essential. Furthermore, although not yet disclosed, it is reasonable to assume that top-tier lobbying firms, PR firms, and HR consulting firms are also involved. As for accounting and tax advisors, given the highly concentrated market position of the Big Four accounting firms (PwC, EY, Deloitte, and KPMG), the engagement will almost certainly fall within this group. Careful consideration of how to select external advisors—and how to structure an optimal combination of such advisors—is a critical issue for Chinese companies’ M&A teams during the pre-transaction phase. Second, what acquisition method should be used to acquire a large U.S. public company? Generally, acquiring 100% of a large U.S. public company’s equity is accomplished via either a tender offer or a one-step merger. A one-step merger is typically adopted when government approvals are expected to take considerable time, or when the consideration paid by the acquirer includes its own shares (both scenarios occurring in friendly takeovers). In contrast, a tender offer is often preferred in hostile takeovers, where government approvals are unlikely to pose obstacles, where timing is critical (especially when no second-step merger is contemplated), or where the transaction is all-cash—though tender offers may also include stock as part of the consideration.

Practical M&A insights: Overview of the M&A and restructuring market in July 2021

July 14: Orient Group plans to acquire 92% of Huilan Company’s shares through a combination of share issuance and cash payment. Transaction value: Undisclosed July 16: Dike Co., Ltd. plans to acquire 100% of Jiangsu Suote’s shares through a combination of share issuance and cash payment. Transaction value: RMB 124.7 million July 17: Huarong Holding plans to acquire 80% of Shenrui Biotech’s shares through a combination of share issuance and cash payment. Transaction value: Undisclosed July 17: Huijin Co., Ltd. plans to acquire 36.40% of Yunxing Wangsheng’s shares through a combination of share issuance and cash payment. Transaction value: Undisclosed July 22: Yi Wang Yi Chuang plans to acquire 49% of Zhejiang Shangbai’s shares through a combination of share issuance and cash payment. Transaction value: RMB 35.77 million July 27: Xin Nuowei plans to acquire 100% of Shiyao Shengxue’s shares through a combination of share issuance and cash payment. Transaction value: RMB 80 million July 27: Feida Environmental Protection plans to acquire 62.95% of Zihua Environmental Protection’s shares and 51% of Xiangshan Environmental Protection’s shares through a combination of share issuance and cash payment. Transaction value: RMB 171.032 million Source of image: Xunshi Group II. Transactions Approved by the M&A Review Committee July 5: Jiangnan Chemical plans to acquire 100% of Northern Blasting’s shares, 49% of Northern Mining Services’ shares, 49% of Northern Mining Investment’s shares, and corresponding equity stakes in five other companies through a combination of share issuance and cash payment. Transaction value: RMB 316.922 million July 19: Dongfeng Technology plans to acquire 50% of Dongfeng Mahle’s equity, 50% of Shanghai Fleetguard’s equity, 50% of Dongfeng Thomson’s equity, and equity stakes in six other companies through a combination of share issuance and cash payment. Transaction value: RMB 147.917 million III. Transactions Not Approved by the M&A Review Committee July 7: Shagang Shares plans to acquire 100% of Suzhou Qingfeng’s shares through a combination of share issuance and cash payment.

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