A cross-office MoFo team is representing Tsinghua Unigroup Ltd., an operating subsidiary of Tsinghua Holdings Co. Ltd., a state-owned company funded by Tsinghua University in China, in its acquisition of Spreadtrum Communications, Inc. (NASDAQ: SPRD). Spreadtrum is a Shanghai-based fabless semiconductor developer and design company with advanced technology in 2G, 3G and 4G wireless communications standards. Unigroup will acquire all of the outstanding shares of Spreadtrum in a Cayman Islands cash merger for $31 per American Depositary Share, for a total of $1.78 billion on a fully diluted basis.
The parties signed a definitive agreement on July 12, and the transaction remains subject to PRC regulatory approvals. The deal is the largest announced semiconductor acquisition globally in more than a year.
The deal team is led by Palo Alto partners Christopher Forrester and Chuck Comey, San Francisco partner Michael O’Bryan, and Beijing partner Sherry Yin, and included Palo Alto of counsel Celeste Ferber and associates Patrick Fischer, Andrew Fan, Michelle Yuan, Norman Ho, Michael Krigbaum and Evan Klarich, Beijing associate Calvin Jin and Shanghai associate Catherine Rong. San Diego partner Mark Wicker and San Diego associate Anelia Delcheva advised on licensing and intellectual property issues. Invaluable support was also provided by Palo Alto partner Michael Frank; San Diego associate Jessica Rice and San Francisco associate Ali Nardali (executive compensation); Washington, D.C. partner Jeff Jaeckel and of counsel Panagiotis Bayz (antitrust); Los Angeles partner Kathryn Johnstone and associate Jennie Tan (financing); San Francisco partner Paul Friedman and associate Stacey Sprenkel (FCPA); Palo Alto partner Christine Lyon and associate Aurora Kaiser (privacy/employment); Palo Alto of counsel Doug Krohn (real estate); San Francisco partner William Tarantino (environmental); and San Francisco and New York senior counsel Robert Cudd, associate Maureen Linch and New York associate David Goett (tax).