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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.

Duane Morris partner named Washington, DC trailblazer

Duane Morris partner Michael E. Barnicle has been named a Washington, DC trailblazer by National Law Journal. The inaugural list honours individuals who are “truly agents of change.”

In law school, Michael Barnicle read about U.S. military veterans who were not receiving the benefits they deserved. He was so upset that he started a free legal clinic to help veterans obtain what the government owned them. But that wasn’t enough. “I said, ‘well, if I’m going to walk the walk and talk the talk. …'” He enlisted in the U.S. Army, where he became a paratrooper and served in Iraq. The experience informs his private practice, in which he facilitates government contracts – including defence contracts – for his clients. “I’m a bridge a lot of times,” spanning the worlds of business and the military. “I speak (both) languages and that really facilitates difficult things.”

Barnicle entered the Army through a pilot program that provided legal advisers to military commanders in areas of conflict. “The more difficult the place in the world, the more difficult the legal problems.” In the four years since he left the Army, Barnicle became a partner at Duane Morris and helped create the firm’s government contracts and international trade practice group. His client list includes many defence contractors, and at least half his practice involves international markets. Although attached to the firm’s Washington office, Barnicle works mostly out of Chicago. “Federal government contracts don’t have geographic limitations.”

During the COVID-19 pandemic, Barnicle has spent much of his time “helping suppliers think creatively to work with both the federal and state governments” to maintain the supply chain for medicines and medical equipment. When the pandemic subsides, he will resume working with technology companies that he thinks are key to supporting military operations. “They’re kind of the new Lockheeds and the new Raytheons and the new large defence industrial base contractors. It’s really important that they understand how to work with the government.”

Baker McKenzie forms Global Task Force on Racial and Ethnic Diversity

Leading global law firm Baker McKenzie announces new Global Race & Ethnicity Task Force which will work across the Firm’s 77 offices in 46 countries and in concert with our efforts at a regional level, to help implement and operationalise programs to advance racial and ethnic diversity.

The Task Force will be led by Miguel Noyola based in our Chicago office and members include Claudia Benavides (Bogota), Anna Brown (New York), Sunny Mann (London), Anna Mello (Rio de Janeiro), Yoshiaki Muto (Tokyo), Veleka Peeples-Dyer (Washington DC), Joyce Smith (San Francisco), Kate Stonestreet (London) and Constanze Ulmer-Eilfort (Munich).

The Task Force will oversee allyship and anti-racism training; sponsorship of our Black colleagues and members of other underrepresented racial and ethnic groups; and a review of our recruitment and client programs. This work will also closely be connected to our program on social mobility and diverse pipeline efforts and will help progress other important D&I programs.

Constanze Ulmer-Eilfort, Chair of the Firm’s Global Diversity & Inclusion Committee commented: “Advancing Racial and Ethnic diversity has always been one of our most important D&I priorities and this Task Force will strive to effect change and to really make a difference. As a Firm we are proud of what we have achieved together on gender diversity and on LGBT+ inclusion. We can and must also make similar progress on racial and ethnic diversity.

“Change starts from within, and we must all embrace the need for change together. We are encouraging everyone to learn, reflect and work to become a more active ally. We need to open our minds and our hearts to the experiences of our Black community — there is so much for us to learn, to understand, and to reflect upon before change happens.”

If you would like to find out more information, please visit https://www.bakermckenzie.com/en/

Latham advises Berkeley Lights in initial public offering

Berkeley Lights, Inc., a leader in Digital Cell Biology, has announced the pricing of its initial public offering of 8,100,000 shares of common stock at a public offering price of $22.00 per share. All of the shares of common stock are being offered by Berkeley Lights. In addition, Berkeley Lights has granted the underwriters a 30-day option to purchase up to an additional 1,215,000 shares of common stock at the initial public offering price, less the underwriting discounts and commissions. Berkeley Lights’ common stock began trading on the Nasdaq Global Select Market on July 17, 2020, under the ticker symbol “BLI.” The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Berkeley Lights, are expected to be approximately $178.2 million, excluding any exercise of the underwriters’ option to purchase additional shares.

Latham & Watkins LLP represents Berkeley Lights, Inc. in the offering with a life sciences capital markets team led by Bay Area partner Brian Cuneo with Bay Area associates Alexander White, Meredith Peake, Raul Gonzalez, Theresa Bloom and Amanda Dillon. Advice was also provided on tax matters by Bay Area partner Grace Lee, with Bay Area associate Abigail Friedman; on benefits and compensation matters by Bay Area partner Ashley Wagner; on intellectual property matters by Bay Area partner Judith Hasko, with Bay Area associate Gavin Liu; and on regulatory matters by Washington, D.C. partner Elizabeth Richards and Bay Area counsel Betty Pang, with Washington, D.C. associate Chad Jennings.

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.”

Hogan Lovells secures major win in patent dispute case

A Hogan Lovells team from New York, Washington DC, and Northern Virginia have secured a major win for BASF in a three-week jury trial in the Eastern District of Virginia.

The case was one of the largest patent disputes in the United States, involving 350 claims from 17 patents and five different patent families. The underlying technology at issue involves the ability to use plants to make health-critical omega-3 fatty acids (now primarily available through fish products). Australian entities CSIRO, Nuseed, and GRDC sought royalties through December 2034.

Hogan Lovells defeated claims involving 13 patents through successful pre-trial claim construction, and by succeeding at trial in demonstrating to the jury the invalidity of certain patents, and co-ownership of others stemming from a previous collaboration. For the four remaining patents with terms expiring in 2025, the team persuaded the court not to issue an injunction and define a royalty rate a fraction of that sought.

“We are pleased to have obtained such a strong result for BASF,” said Hogan Lovells partner Arlene Chow. “One of the interesting aspects of this case is the team that went to trial was a strongly diverse team at both the partner and associate level. In a day and age when clients say they are looking for diverse legal representation, we are pleased that BASF supports diversity in high stakes matters.”

The Hogan Lovells team included partners Arlene Chow and Ernest Yakob in New York, Anna Kurian Shaw in Washington DC, and Tom Connally in Northern Virginia. The team also included senior associates Nitya Anand and Jared Schubert, and associates Takashi Okuda and Una Fan, in New York, and associate Tom Hunt in Northern Virginia.