Sep. 12, 2013
Robert S. Townsend
See more on Robert S. TownsendMorrison & Foerster LLP | San Francisco | Practice type: Corporate
Townsend, working alongside Tokyo partner Kenneth A. Siegel, co-led the cross-border deal team advising SoftBank Corp. in its $21.6 billion purchase of 78 percent of Sprint Nextel Corp.
"This is the largest transaction to date in the ongoing restructuring of the U.S. telecommunications wireless industry," he said. "The deal was extremely complex. We had to deal with the remaining minority shareholders and a wide range of government approvals."
The deal, with a total enterprise value of $44.8 billion, is the largest outbound investment ever from Asia, Townsend said.
"As if it were not already complex enough," he added, in April, Dish Network had emerged with a competing bid. But Townsend's side prevailed.
He also acted as lead counsel to SoftBank in Sprint's $2.9 billion purchase of 48 percent of Clearwire, with Sprint already owning the other 52 percent.
"Dish also launched a competing bid for Clearwire," Townsend said, "making this a four-ring circus."
That deal closed the day before the SoftBank/Sprint merger.
In another significant deal, Townsend advised Intel on several aspects of its $4.1 billion collaboration with ASML, a Netherlands-based leader in advanced microchip lithography.
In another deal closed in June 2012 for client Novellus Systems, involving its $3.3 billion stock-for-stock merger with Lam Research, Townsend ran into an obstacle.
"Along the way, my colleagues and the folks from Lam had the occasion to understand the inadequacy of California law, as it applies to stock-for-stock mergers by public companies," said Townsend, who worked on the deal with partner Brandon Parris.
The problem, Townsend added, was in the stock-for-stock merger, dissenting stockholders had the option of taking cash instead of stock in the deal.
"Most other states, Delaware included, wouldn't let that happen," he said.
Townsend addressed the issue by putting a limit on the number of dissenting shareholders there could be.
"That meant that our client, Novellus, had to take the risk," he said. "If that happened, it would be the worst of all possible worlds - announcing an offering then not having it happen."
So, to eliminate the ambiguity of what Townsend called "an outdated provision of California law," he asked state Assemblyman Bob Wieckowski, D-Fremont, to introduce legislation to address the issue and it passed last year.
- PAT BRODERICK
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