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Kirkland advises Vista Equity Partners in $3.5 billion acquisition

Kirkland & Ellis represents Vista Equity Partners, a global investment firm focused on enterprise software, data and technology-enabled businesses, which announced today a definitive agreement to acquire Pluralsight, Inc. (NASDAQ: PS), the technology workforce development company. Under the terms of the agreement, Vista, in partnership with its institutional co-investors including Partners Group, will acquire all outstanding shares of Pluralsight common stock in an all-cash transaction valued at approximately $3.5 billion.

The transaction is expected to close in the first half of 2021, subject to customary closing conditions, including approval by Pluralsight shareholders and receipt of regulatory approvals. Upon completion of the transaction, Pluralsight will become a privately held company and shares of Pluralsight common stock will no longer be listed on any public market.

The Kirkland team was led by transactional partners David Klein, Daniel Wolf, Stuart Casillas, Nathan Davis and James Beach, along with transactional partner Jean Lee and associates Nick Howe and Katherine Schloss Ackerman, debt finance partners Sonali Jindal and Douglas Tedeschi, tax partners David Kung and Heidi Yuen, executive compensation partner Mike Krasnovsky and associate Laura Gallo, and capital markets partner Robert Goedert.

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White & Case advises Calastone on sale to The Carlyle Group

Global law firm White & Case LLP has advised the management team of Calastone on the acquisition by The Carlyle Group of a controlling interest in Calastone, the management team retaining a minority stake.

Founded in 2007, Calastone is the largest global funds network, connecting the world’s leading financial organisations with over 2,300 clients in 43 countries and territories and processing £200 billion of investment value each month. Calastone has helped to transform the funds industry by creating innovative new ways to automate and digitalise the global investment funds marketplace, reducing frictional costs and lowering operational risk to the benefit of all.

White & Case advised Calastone management on the sale process, as a result of which global investment firm The Carlyle Group agreed to acquire a controlling interest in Calastone from its current shareholders, including Octopus Ventures and Accel. Calastone management retains a minority stake.

The transaction is subject to regulatory approval. Financial terms of the transaction are not disclosed.

The White & Case team in London that advised on the transaction was led by partner Mike Weir and included partners David Goldberg and Daniel Turgel and associates James Turner and Josephine Levick.

Pinsent Masons advises 4D Pharma PLC on innovative move to NASDAQ

Multinational law firm Pinsent Masons has advised AIM listed biotech company 4D Pharma plc (4D) on its acquisition of Longevity Acquisition Corporation, a special-purpose acquisition company (SPAC) listed on NASDAQ. Upon completion of the transaction 4D will apply for its American Depositary Shares to be admitted to trading on NASDAQ.

4D, who are leading the development of live biotherapeutic products, are believed to be the first UK biotech to make the move to NASDAQ via the acquisition of a SPAC, breaking new ground for UK listed biotech’s. The Company will also maintain its current listing on AIM.

With 4D acquiring the SPAC in order to inherit its listing on NASDAQ, they are able to by-pass the usual nine month lead-in time foreign issuers have to contend with when seeking a direct listing on NASDAQ.

The Pinsent Masons team was led by Charles Waddell and Sunjay Malhotra with assistance from Julian Stanier, Amy Moore and Nathalie Goetsches; US securities advice was provided by Roberta Markovina and Beatrice Kelly; Eloise Walker, Jamie Robson and Daniel Place assisted on UK tax matters; and Fleur Benns and James Sullivan-Tailyour provided assistance with regards to 4D’s share option plans.

Commenting on the transaction, lead partner at Pinsent Masons Charles Waddell said: “We have enjoyed working with 4D for a number of years, they are at the cutting edge of live biotherapeutic products and this transaction is an important step in their future development and access to key to international markets.

Given the number of European biotech’s that covet a move to NASDAQ, and notwithstanding the complex financing structures of SPACs, this deal highlights that there is an alternative route to the US markets. It is therefore unlikely to be the last biotech we see looking at SPACs to access the deep pool of sophisticated investors in the United States.”

Latham advises NVIDIA on US$40 Billion acquisition of Arm

Latham & Watkins LLP represents NVIDIA in its acquisition of Arm Limited (Arm) from SoftBank in a cash and stock deal valued at up to US$40 billion. The combination brings together NVIDIA’s leading AI computing platform with Arm’s vast ecosystem to create the premier computing company for the age of artificial intelligence, accelerating innovation while expanding into large, high-growth markets. SoftBank will remain committed to Arm’s long-term success through its ownership stake in NVIDIA, expected to be under 10 percent.

The Latham deal team is led by M&A partners Josh Dubofsky and Charles Ruck in Silicon Valley and New York and Ed Barnett and Farah O’Brien in London, with associates Saad Khanani, Amro Suboh, Hector Sants, Stephanie Isaia, Oliver Cohen, Rachelle Polsky, Michael O’Halloran, Andria Varnavides, Angharad Simon, and Saavan Shah. San Francisco partner Joshua Holian, Brussels partner Sven Völcker, Washington, D.C. partner Les Carnegie, and London partners David Little and Charles Claypoole advised on regulatory matters with counsels Rita Motta, Jana Dammann, and Annie Froehlich, and associates Sophia Bertran, Natasha Pardawala, Giuditta Caldini, Alexandra Luchian, Niklas Brüggemann, and Rob Price.

Advice was also provided on tax matters by Washington, D.C. partner Nicholas DeNovio and London partner Sean Finn, with associates Pierce Pandolph, Aoife McCabe, and Jared Grimley; on intellectual property matters by London partner Deborah Kirk and Silicon Valley partner Anthony Klein, with associates Arielle Singh, Kirsty Watkins, Grace Erskine, and Elva Cullen; and on benefits and employment matters by London partner Catherine Drinnan, Paris partner Matthias Rubner, Munich partner Tobias Leder, and San Francisco partner Julie Crisp, with associates James Robinson, Adam Ray, Romain Nairi, and Agathe Flandre; on real estate matters by London partner Quentin Gwyer with associate Danni Davies; and on environmental matters by London partner Paul Davies with counsel Michael Green. Additional advice on the transaction was provided by counsels Rachel Alpert and Daniel Smith, and associates Jason Despain, Yasmina Vaziri, and Marcus Tomlison.

Deloitte announces intent to acquire the business and assets of Keytree

Deloitte today announced its intention to acquire the business and assets of Keytree, the international award winning technology consultancy, headquartered in the UK with offices in India, Spain, Australia and Canada.

Founded in 2006, Keytree, a business with 400 employees, provides digital transformation services including data analytics, cloud and robotic technologies and a suite of products and managed services.

The combination of Deloitte and Keytree’s capabilities will create the UK’s largest SAP-enabled transformation practice and allow Deloitte to significantly grow its capacity to support clients worldwide with their digital transformation programmes.

Richard Houston, senior partner and chief executive of Deloitte UK, said: “The UK has played host to many of the world’s most significant technology advancements, bringing huge benefits to the country’s economy and the skills of its workforce. We believe that beyond COVID-19, investment in technology will be a critical catalyst for the recovery of UK businesses. Being digitally-connected has never been more important. Organisations of every size need to find new ways to thrive post COVID-19 and digital transformation programmes will be right at the heart of this. Bringing together our scale and Keytree’s expertise and entrepreneurial spirit will help our clients to ensure these critical programmes support their long-term success. We’re looking forward to welcoming the Keytree team into our firm once the deal completes.”

Keytree’s chief executive officer, Dan McNamara, managing director, Tim Kyle, and wider workforce will integrate into the firm’s consulting practice.

On making the announcement, Dan McNamara, chief executive of Keytree, said: “The skills, size and scale of our team has grown quickly over the past 14 years. Combining our business and people with the brilliant team at Deloitte and fusing the firm’s rigorous technology and data expertise with our own will ensure that we are able to operate and innovate at an even larger global scale and be in the best position possible to support our clients when they need us most.”

Tim Kyle, managing director of Keytree, added: “This is an exciting time for Keytree as we build on the success we have experienced over the last 14 years. Both companies share similar cultural and business values and by working together in the future, we will be in a position to deliver solutions for our customers that will overcome significant business challenges, drive digital innovation and continue our commitment to positively impact the communities in which we operate.”

With headquarters in London, Keytree currently operates within the UK, India and Spain, with smaller divisions located in Australia and Canada. Working with Deloitte, Keytree will extend its reach to work across the firm’s global network.

Keytree’s skills and expertise will bolster Deloitte’s implementations of SAP S/4HANA®, SAP Customer Experience, SAP® SuccessFactors® and SAP Cloud Platform, supporting customers with their key digital transformation strategies, growth and success in the years ahead.

Rob Cullen, partner and leader of Deloitte’s enterprise technology practice, added: “Bringing together Keytree’s market leading capabilities in SAP digital design and innovation with our own will give clients an unrivalled breadth and depth of expertise as they transform the functions at the heart of their businesses. This will significantly boost the ways that we can transform our clients’ digital core operations and the experience of their customers and employees as they continue to adapt to new ways of working. Teams from Deloitte and Keytree have collaborated for a number of years to support clients and I am excited by the prospect of accelerating Keytree’s growth when it becomes a Deloitte business.”

Anne-Marie Malley, managing partner for consulting at Deloitte, concludes: “Our clients are increasingly calling on us to re-imagine their businesses in the digital era. By joining with Keytree, we will bring new possibilities to our client’s digital transformation strategies, enhancing the impact they bring to the market, the products they launch and the experiences of their employees and customers at a global scale. Digital innovation will continue to act as the North Star for our clients’ businesses in years to come, through working together with Keytree we can ensure they are supported by market-leading expertise and capabilities throughout every new digital initiative.”

Hogan Lovells advises Ingredion on its £185 million acquisition

International law firm Hogan Lovells has advised NYSE-listed firm Ingredion, a leader in the plant-based ingredient solutions market, on its £185 million acquisition of PureCircle, a London-listed producer of stevia sweeteners. The acquisition advances Ingredion’s specialties strategy for sugar reduction and will support future sales growth.

The takeover was implemented by way of a scheme of arrangement with PureCircle shareholders having the option to receive cash or shares in the Ingredion Bidco. Ingredion have also invested a further US$130 million into PureCircle by means of an equity injection, and a result of this acquisition will control 75 percent of PureCircle. The transaction was announced in April, though completion was subject to the satisfaction of a number of conditions, including obtaining antitrust clearance in the United States.

The corporate team was led by corporate partners Maegen Morrison (in London), together with Bill Curtin and Richard Parrino, based in Washington, D.C. They were supported by teams in China, the United States, Belgium and London across a variety of practice areas including antitrust, corporate, data protection, employment, employee share schemes, IP, real estate, and pensions.

Commenting on the deal, partner Maegen Morrison said: “It has been a pleasure to work with Ingredion on its first public acquisition in the UK. The transaction is yet another example of the breadth and depth of our global practice and our ability as a firm to work seamlessly across jurisdictions and practices, in close conjunction with our client’s legal and deal teams, even when working remotely.”

Global Head of M&A, Bill Curtin added: “We are honoured to serve as M&A counsel to Ingredion, drawing upon our ability to execute cross-border transactions in regulated industries and by providing our global resources to promote our clients’ continuing success.”