Michael S. “Mike” Ringler

For M&A advisor Ringler, who focuses on tech-related industries, the last year has been one punctuated by “largest ever” mega-deals.

Ringler and the Skadden team represented Livongo Health in its $18.5 billion acquisition by Teledoc Health, the largest ever in the digital health sector. At the outset of discussions, Livongo was a $7 billion company. A month later, its valuation had more than doubled amid a telehealth boom and investor interest in digital health prompted by the pandemic. The deal concluded in less than three months, resulting in a $38 billion virtual health company.

Ringler also represented Proofpoint in its $12.3 billion acquisition by private equity investment firm Thoma Bravo, the largest ever private equity acquisition of a cloud software company.

“It was exciting to be involved in a transaction like that because the stakes are very high,” he said. “You need to navigate going-private transactions very carefully because sensitive conflicts can arise, and there are delicate legal issues that come up as a result. But the Proofpoint board ran a process that was incredibly thoughtful and deliberate, and I think shareholders are delighted.”

In another notable deal, Ringler represented laser-maker Coherent in its response to competing acquisition proposals. When Coherent announced its $5.7 billion sale to Lumentum last year, the deal quickly drew two competing offers.

“I don’t recall seeing that situation – certainly not in my career – where two interlopers tried to take the company from the first buyer, and then you had a three-party bidding war erupt where they were all bidding against each other over and over again. I think we had a dozen rounds,” Ringler said.

The bidding war culminated in Coherent’s $7 billion sale to II-VI in March.

Despite these types of mega-deals and an exuberance in the market, Ringler sees potential risks to dealmaking, including overvaluation and a tougher regulatory environment with regards to antitrust and foreign direct investment.

“It’s a very active M&A market if you include SPACs. If you peel those out, I actually think it’s a relatively tepid environment,” he said. “Regulatory problems have slowed strategic deals and high market valuations have caused some buyers to be reluctant, particularly some private equity buyers. Those are factors that have put some friction in the system.

“There are obviously pockets of transactions getting done, and in tech, a few large transactions that have happened this year. But in my opinion, it’s fewer than we’d normally have seen by this time.”

-- Jennifer Chung Klam