Drew Elphick
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Drew Elphick

Associate

Drew’s practice focuses on domestic and cross-border corporate transactions involving both public and private companies, including mergers, acquisitions, divestitures, tender offers, reorganizations, venture capital and private equity transactions.

Drew has extensive experience on all aspects of corporate transactions in the life sciences, e-commerce, telecommunications and media industries.

Drew represents boards of directors, special committees, buyers, sellers and financial advisors and regularly advises clients on matters of corporate governance and corporate law, and on various commercial arrangements, including partnerships, joint ventures and licensing arrangements.

Expertise

Experience

Representative matters

  • A special committee of the Board of Directors of Despegar.com, Corp. in connection with its USD1.7 billion acquisition by Prosus N.V.
  • Atrion Corporation in its USD815mn acquisition by Nordson Corporation.
  • Genmab A/S in its USD1.8bn acquisition of ProfoundBio.
  • Boston Scientific Corporation in its USD3.7bn acquisition of Axonics, Inc.
  • Boston Scientific Corporation in its approximately USD615mn acquisition of Apollo Endosurgery, Inc.
  • Boston Scientific Corporation in its acquisition of Cortex, Inc.
  • Chesapeake Utilities Corporation in its USD923mn acquisition of Florida City Gas from NextEra Energy, Inc.
  • Paramount Global in the USD1.62bn sale of its Simon & Schuster publishing business to an affiliate of KKR.
  • Paramount Global in the USD2.175bn sale of its Simon & Schuster publishing business to Penguin Random House LLC, a wholly-owned subsidiary of Bertelsmann SE & Co. KGaA (not consummated).
  • Paramount Global in the USD500mn sale of its CNET Media Group business to Red Ventures.
  • Dycom Industries, Inc. in its acquisition of Black & Veatch’s public wireless telecommunications infrastructure business.
  • Société Générale in its joint venture with AllianceBernstein to combine their respective cash equities and equity research businesses.
  • The Rohatyn Group in its sale of Ness Digital Engineering to KKR.
  • Aegion Corporation in its USD1.1bn sale to an affiliate of New Mountain Capital, L.L.C.
  • Sears Hometown and Outlet Stores, Inc. in its going-private acquisition by Transform Holdco LLC for approximately USD5.2bn and the related USD132.9mn sale of its Sears Outlet and Buddy’s Home Furnishing Stores businesses to Franchise Group, Inc. (formerly Liberty Tax, Inc.).
  • Edificio del Noroestre S.A. de C.V.’s in its tender offer for Industrias Bachoco S.A.B. de C.V.
  • Greenidge Generation Holdings Inc. in its acquisition of Support.com, Inc. and related Nasdaq listing to create the first publicly traded, vertically integrated bitcoin mining and power generation company.
  • Abertis Infraestructuras, S.A. and a leading sovereign wealth fund in their consortium acquisition of a 72.3% stake in one of the largest toll road operators in Mexico, Red de Carreteras de Occidente (with Abertis Infraestructuras, S.A. acquiring a 51.3% stake for EUR1.5bn).
  • A global financial institution as financial advisor to Healthpeak Properties, Inc. in connection with its merger with Physicians Realty Trust.
  • A global financial institution as dealer manager to Xerox Holdings Corporation in connection with its USD35bn takeover bid for HP Inc.
  • A global financial institution as financial advisor to Continental Building Products, Inc. in relation to its approximately USD1.4bn acquisition by Saint-Gobain S.A.
  • PJT Partners LP and Sandler O’Neill & Partners, L.P. as financial advisors to a special committee of the Board of Directors of TD Ameritrade Holding Corporation in relation to its approximately USD26bn acquisition by The Charles Schwab Corporation.
  • A global financial institution’s online consumer banking unit, in its partnership with Walmart to offer Walmart Marketplace retailers business lines of credit. 
  • Starbucks Corporation on the USD7.15bn sale to, and global alliance with, Nestlé S.A. of its business of marketing, selling and distributing certain Starbucks branded products through consumer packaged goods and foodservice channels (previous firm experience).
  • Messer Group GmbH and CVC Capital Partners Fund VII on the USD3.6bn acquisition of a majority of Linde AG's industrial gases business in North America and certain business activities in South America (previous firm experience).
  • SCR-Sibelco NV and Unimin Corporation on the acquisition of Fairmount Santrol Holdings Inc by way of cash and stock merger to create an industry-leading proppant and industrial materials solutions providers with expected annual revenues of approximately USD2bn (previous firm experience).
  • Henderson Group Plc in its USD2.61bn stock-for-stock merger of equals with Janus Capital Group Inc., a leading global asset manager with assets under management of more than USD330bn (previous firm experience).
  • Sysco Corporation in its USD3.1bn acquisition of Brakes Group, a leading European foodservice distributor based in the UK (previous firm experience).
  • China Zhongwang Holdings Ltd. in its USD1.1bn acquisition of Aleris Corp., a Cleveland, Ohio based aluminum manufacturer (previous firm experience).
  • AstraZeneca Plc in its USD7bn acquisition of a 55% equity stake and option to purchase the remaining 45% equity stake in Acerta Pharma, B.V., a privately owned biopharmaceutical company based in the Netherlands and the US (previous firm experience).
  • Breeze-Eastern Corporation, a leading designer and manufacturer of high performance lifting and pulling devices for military and civilian aircraft, in relation to its USD206mn acquisition via tender offer and back-end merger by TransDigm Group Incorporated.
  • Bank of America Merrill Lynch International Limited as financial adviser to Linde AG in connection with its USD80bn merger of equals with Praxair, Inc. to create a leader in the global industrial gases sector (previous firm experience).
  • Evotec AG in its USD300mn acquisition of Aptuit, a provider of integrated early discovery to mid-phase drug development solutions to the global pharmaceutical industry 9previous firm experience).
  • Smiths Group plc in its USD75.5mn antitrust divestiture to OSI Systems, Inc. of the global explosive trace detection business acquired as part of Smiths Group’s USD710mn acquisition of Morpho Detection, a detection and security solutions business from Safran S.A (previous firm experience).
  • MSD Capital, L.P. in its USD360mn preferred investment in connection with the USD4bn acquisition of Ultimate Fighting Championship (previous firm experience).
  • Asahi Glass Co., Ltd in relation to a USD65mn Series C equity funding round in Kinestral Technologies, Inc., a San Francisco based developer of responsive smart-tinting glass (previous firm experience).
     

Pro bono

  • Advising a Colombian juvenile seeking asylum in the United States on the basis of having special immigrant juvenile status.
  • Advising a Russian and Turkish couple seeking asylum in the United States on the basis of sexual identity.
  • Advising a Russian individual seeking asylum in the United States on the basis of sexual identity.

Qualifications

Admissions

New York, 2013  

New South Wales, Australia, 2010 (inactive)

Academic

Bachelor of Laws (Honours Class I), University of Wollongong, 2008

Bachelor of Laws, Accounting and International Studies, University of Wollongong, 2008

Languages

English
Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.