Matthew J. Gilroy - Weil, Gotshal & Manges LLP (2024)

Matthew regularly represents acquirors, targets, boards of directors, special committees, investment banks and investors in complex domestic and cross border M&A (both negotiated and unsolicited) in a broad range of industries, including for clients such as: Eli Lilly and Company; The Kroger Company; Jefferies Financial Group; Sanofi; Willis Towers Watson; Brookfield; JPMorgan; and Centerview Partners.

Matthew also counsels clients on a broad range of corporate, securities and business-related matters, including fiduciary duties, corporate governance, disclosure issues and compliance matters, as well as defensive measures, takeover tactics, proxy fights and other contests for corporate control.

Recent Experience:

• Willis Towers Watson PLC in its proposed $80 billion combination with Aon PLC.
• Transaction Committee of the Board of Directors of Reynolds American Inc. in Reynolds’ $60.6 billion sale to British American Tobacco p.l.c. (BAT) of the 57.8% of Reynolds stock that BAT did not already own.
• Centerview Partners and Lazard, as financial advisors to Newmont Corp., in its acquisition of Newcrest Mining Ltd. in a transaction that implies a Newcrest enterprise value of $19.1 billion.
• IMS Health Holdings, Inc. in its $17.6 billion all-stock merger of equals with Quintiles Transnational Holdings Inc.
• JAB Holding Company, as leader of an investment group, in that group's $13.9 billion take-private of Keurig Green Mountain, Inc.
• Willis Group Holdings plc in its $18 billion merger of equals with Towers Watson & Co.
• Churchill Capital Corp IV, a SPAC sponsored by Churchill Capital Group, in its $11.75 billion take-public merger with Lucid Motors.
• Churchill Capital Corp III, a SPAC sponsored by Churchill Capital Group, in its $5.7 billion merger with MultiPlan, Inc. that has an enterprise value based on the transaction of approximately $11 billion.
• Foley Trasimene Acquisition Corp. II, a SPAC sponsored by an affiliate of Trasimene Capital Management, LLC and led by William P. Foley II, in a $9 billion business combination with Paysafe Limited.
• Cedar Fair in its $8 billion merger of equals with Six Flags
• Vonage Holdings Corp. in its $6.2 billion sale to Telefonaktiebolaget LM Ericsson.
• Brookfield Asset Management Inc. in its approximately $4.8 billion acquisition of a 61.2% stake in Oaktree Capital Group, LLC.
• Brookfield Asset Management Inc. and Brookfield Property Partners L.P. (BPY) in BPY's $14.4 billion acquisition of the approximately 66% of common stock that it did not already own of GGP Inc. (f/k/a General Growth Properties Inc.).
• Eli Lilly and Company in its approximately $8 billion acquisition of Loxo Oncology, Inc.; its $5.4 billion acquisition of the animal health business of Novartis; its $1.1 billion acquisition of Dermira, Inc.; its $1 billion acquisition of Prevail Therapeutics Inc.; its acquisitions of CoLucid Pharmaceuticals, Inc., ChemGen Corp. and Radiopharmaceuticals; in its acquisition of a manufacturing facility located in Pleasant Prairie, WI; its sale of veterinary assets to Virbac SA; and its strategic review of Elanco, its animal health division, concluding with the initial public offering of a minority stake in Elanco.
• Principal shareholders and directors of Skillz Inc. in Skillz's business combination with Flying Eagle Acquisition Corp., a SPAC, in a transaction that implied an equity valuation for Skillz of $3.5 billion.
• Allego Holding B.V. (n/k/a Allego N.V.) (a portfolio company of Meridiam Infrastructure Partners) in its $3.14 billion business combination with Spartan Acquisition Corp. III, a SPAC sponsored by Spartan Acquisition Sponsor III LLC (an affiliate of Apollo Global Management).
• G&K Services, Inc. in its $2.2 billion merger with Cintas Corporation.
• Sanofi in its $4.8 billion acquisition of Ablynx NV; its $3.2 billion acquisition of Translate Bio, Inc.; and its up to $1.225 billion acquisition of Amunix Pharmaceuticals, Inc.
• Churchill Capital Corp VII, a SPAC sponsored by Churchill Capital Group, in its pending $1.58 billion merger with CorpAcq Holdings Limited.
• Deluxe Corporation in its $960 million acquisition of First American Payment Systems, L.P.
• AltC Acquisition Corp., a SPAC sponsored by AltC Sponsor LLC (an affiliate of M. Klein and Company, LLC), in its $875 million de-SPAC merger with Oklo Inc.
• Redbox Entertainment Inc. in its pending sale to Chicken Soup for the Soul Entertainment, Inc.
• First Data Corporation in its $760 million acquisition of BluePay, Inc. and its $750 million acquisition via cash tender offer of CardConnect Corp.
• J.P. Morgan and another major financial institution, as financial advisors to AT&T Inc., in AT&T’s $108.7 billion acquisition of Time Warner Inc.
• Morgan Stanley, as financial advisor to Cigna Corporation, in Cigna's proposed $54.2 billion sale to Anthem Inc.
• Centerview Partners, as financial advisor to Caesars Entertainment Corporation, an owner of Caesars Interactive Entertainment, Inc., in Caesars Interactive’s $4.4 billion sale of Playtika to a consortium led by Shanghai Giant Network Technology Co.
• Brookfield Asset Management Inc. in its $2.8 billion acquisition of all of the outstanding common shares not already owned by Brookfield Property Partners L.P. of Rouse Properties, Inc.
• Progressive Waste Solutions Ltd. in its $2.67 billion merger with Waste Connections, Inc.
• The Kroger Company in the $2.15 billion sale of its convenience store business unit to EG Group; its $280 million acquisition of Vitacost.com, Inc.; and its sale of its Turkey Hill business to Peak Rock Capital.
• Leucadia National Corporation in its $3.7 billion merger with Jefferies Group.
• Leucadia National Corporation in its acquisition of National Beef Packing Company for $868 million.
• Providence Equity Partners Inc., Ontario Teachers’ Pension Plan Board and Madison Dearborn Partners, LLC in the proposed $48.5 billion going-private acquisition of BCE Inc. (Bell Canada).
• Yildiz Holding AS in its $850 million acquisition of Godiva Chocolatier Inc.
• ATMI, Inc. in its $1.2 billion sale to Entegris, Inc. and the sale of its LifeSciences Business to Pall Corporation.
• Lottomatica S.p.A. in its $4.5 billion acquisition of GTECH Holding Corporation.
• Centerview Partners, as financial advisor to the Special Committee of the Board of Directors of Caesars Entertainment Corporation, in its $3.2 billion merger with Caesars Acquisition Company.
• Computershare Ltd. in its sale of Highlands Insurance Solutions, LLC.
• Health Management Associates in its $7.6 billion sale to Community Health Systems.
• American Realty Capital Properties, Inc. in its approximately $700 million sale of Cole Capital to RCS Capital Corp.
• Board of Directors of Herbalife in defense of a position taken in the company by Pershing Square.
• Medicis Pharmaceutical Corporation in its $2.6 billion sale to Valeant Pharmaceuticals International (n/k/a Bausch Health Companies).
• Cedar Fair, L.P. in its proposed $2.4 billion acquisition by an affiliate of Apollo Global Management.
• Irving Place Capital in its $412 million acquisition of Thermadyne Holdings Corporation.
• American International Group, Inc. in its sale of a $16 billion preferred interest in American International Assurance Company to the Federal Reserve Bank of New York.
• American International Group, Inc. in its sale of a $9 billion preferred interest in American Life Insurance Company to the Federal Reserve Bank of New York.
• Cardinal Health, Inc. in the spin-off of its Clinical and Medical Products businesses.
• Macquarie Infrastructure Partners and Macquarie Communications Infrastructure Group in its $1.425 billion acquisition of Global Tower Partners from Blackstone.
• Lone Star Technologies in its $2.1 billion sale to United States Steel Corp.
• Florida Rock Industries Inc. in its $4.6 billion sale to Vulcan Materials Company.
• Omnicare, Inc. in its $490 million hostile acquisition of NCS HealthCare, Inc.
• Houghton Mifflin Riverdeep Group plc in its $4 billion acquisition of the Harcourt US Schools Education business of Reed Elsevier Group plc.
• The Walt Disney Company in its $5.3 billion acquisition of Fox Family Worldwide, Inc.
• The MONY Group in its $2.3 billion sale to AXA Financial.
• LifePoint Hospitals, Inc. in its $1.7 billion sale to Province Healthcare Company.
• PJT Partners Inc. in its approximately $165 million acquisition of CamberView Partners Holdings, LLC.
• Jefferies Financial Group Inc. in its approximately $165 million acquisition of the remaining 30% shareholding interest it didn't already own in HomeFed Corporation.
• Algonquin Power & Utilities Corp, in its $113 million acquisition, via private placement, of an additional stake in Atlantica Sustainable Infrastructure PLC, and its pending $2.555 billion sale of Atlantica to Energy Capital Partners and a group of institutional co-investors.

Matthew is recognized as a “Highly Regarded” lawyer for M&A in the U.S. byIFLR1000, a “Leading Lawyer” for M&A by Legal 500 US, where clients note he is “very knowledgeable,” “delivers practical advice” and is “able to effectively lead deals and coordinate across multiple practice areas,” and has been recognized by Chambers USA. He is included in Lawdragon’s “500 Leading Dealmakers in America” list. Matthew was named a 2014 “Rising Star” byLaw360and toThe M&A Advisor’s 2013 “40 under 40” list as an emerging leader in his field. He was profiled inLaw360’s “Sealing the Deal” for his work advising Medicis in its $2.6 billion sale to Valeant Pharmaceuticals (n/k/a Bausch Health Companies) and was also profiled as a 2013 “MVP” for Health byLaw360. Matthew has authored several articles on the fiduciary duties of corporate directors and developments in the mergers and acquisitions area. In 2006, he received a Burton Award for Legal Achievement for his article, “Taking a Hard Look at Poison Pills” (New York Law Journal, November 7, 2005).

Matthew is also part of Weil’s Professional Evaluation & Compensation Committee, and has been active within the profession overall, having represented the Firm on the Corporations Law Committee of the New York City Bar. Matthew is a member of the Board of Visitors of the Georgetown University Law Center and a Trustee of the Rye Fund for Education. Matthew is also a member of the Leadership Council of New Alternatives for Children, a charitable organization that provides innovative high quality services in support of birth, foster and adoptive families caring primarily for medically fragile children.