Aaron S.
Cha

On October 7, 2024, Iris Financial, a Euronext Amsterdam-listed company focused on the financial services sector, and Younited S.A. (“Younited”), a leading European consumer credit business, announced they have signed a business combination agreement. Iris Financial will inject between €150 and €200 million of capital into Younited in consideration for newly-issued shares of Younited. At completion of the Combination (prior to the share capital increase), Iris Financial will own at least 95% of Younited, with any remaining Younited shares to be acquired by Iris after completion pursuant to drag-along provisions contained in Younited’s existing shareholder agreement and upon the exercise of put-call rights by Iris or certain historical Younited shareholders. Iris Financial will be renamed “Younited Financial” and will remain listed on Euronext Amsterdam while applying for an additional listing on Euronext Paris. Cravath is representing Iris Financial as U.S. counsel in connection with the transaction.

On June 24, 2024, Illumina, Inc. (“Illumina”), a global leader in DNA sequencing and array-based technologies, announced the successful completion of the spin-off of GRAIL, a healthcare company whose mission is to detect cancer early. This follows Illumina’s previously announced plans to divest GRAIL, and GRAIL is now a public and independent company. The separation was achieved through the distribution of 85.5% of the outstanding shares of GRAIL to holders of Illumina common stock on June 24, 2024. In addition to retaining their shares of Illumina common stock, Illumina shareholders received one share of GRAIL common stock for every six shares of Illumina stock held as of close of business on the record date of June 13, 2024. Illumina retained 14.5% of the outstanding shares of GRAIL common stock. Cravath represented Illumina in connection with the transaction.

On October 17, 2023, Thermo Fisher Scientific Inc. (“Thermo Fisher”), the world leader in serving science, and Olink Holding AB (publ) (“Olink”), a leading provider of next generation proteomics solutions, announced that their respective boards of directors have approved Thermo Fisher’s proposal to acquire Olink for $26.00 per common share in cash, representing $26.00 per American Depositary Share in cash. Thermo Fisher will commence a tender offer to acquire all of the outstanding Olink common shares and all of the American Depositary Shares. The transaction values Olink at approximately $3.1 billion which includes net cash of approximately $143 million. Cravath is representing Thermo Fisher in connection with the transaction.

On October 16, 2023, Consolidated Communications Holdings, Inc. (“Consolidated Communications”), a top 10 fiber provider in the United States, announced it has entered into a definitive agreement to be acquired by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) in an all‑cash transaction with an enterprise value of approximately $3.1 billion, including the assumption of debt. Under the terms of the agreement, Searchlight and BCI will acquire all of the Consolidated common stock not already owned by Searchlight for $4.70 per share in cash. The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of Consolidated Communications’ Board of Directors (the “Special Committee”), advised by independent legal and financial advisors, formed to evaluate and consider the proposal and other potential strategic alternatives. The Board of Directors of Consolidated Communications, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee. Cravath is representing the Special Committee in connection with the transaction.

On August 7, 2023, Tabula Rasa HealthCare, Inc.® (“Tabula Rasa”), a leading healthcare company advancing personalized, comprehensive care for value‑based care organizations, announced it has entered into a definitive agreement to be acquired by Nautic Partners (“Nautic”) for $10.50 in cash per share and will combine with ExactCare Pharmacy, a portfolio company of Nautic. The all‑cash transaction values Tabula Rasa at approximately $570 million, including net debt of approximately $262 million, on an enterprise value basis. Cravath is representing Tabula Rasa in connection with the transaction.

On June 15, 2023, Sarah W. Colangelo, Rebecca J. Schindel and Kiran Sheffrin have become of counsels and Aaron S. Cha and Arian Mossanenzadeh have become senior attorneys of the Firm.