Kevin B.Espinola

Partner

(T) 1.949.553.7509

In his 20 years in practice, Kevin Espinola has advised on M&A transactions with an aggregate value in excess of $150 billion. His practice focuses on mergers, acquisitions, divestitures, takeovers and takeover preparedness, restructurings, recapitalizations, securities transactions, activist defense, and corporate governance issues. Kevin also serves as primary outside counsel to several public and private companies, particularly in the life sciences, technology, and software industries.

Kevin's M&A practice includes public company mergers and tender offers, private company acquisitions and divestitures, hostile takeovers, multifaceted cross-border transactions (Asia in particular), and transactions involving SEC-registered contingent value rights and earn-outs. He also advises clients in connection with structured options to purchase entities or to purchase or license assets, including significant intellectual property. His governance experience includes advising companies and boards of directors regarding crisis management, risk management, takeover defense planning, shareholder activism, and multistakeholder governance. In addition, he serves as a trusted advisor to publicly traded companies in connection with their public company reporting obligations.

Kevin represents industry leaders Advantage Solutions, Ambry Genetics, Astellas Pharma, BioMarin, Celgene, Cylance, Epicor Software, Monolithic Power Systems, Monster Beverage, Oclaro, SAP AG, and TDK.

Experience

  • Cylance acquired by BlackBerry for $1.4 billionJones Day advised Cylance, an artificial intelligence and cybersecurity leader, in its $1.4 billion acquisition by BlackBerry Limited, plus the assumption of unvested employee incentive awards.
  • Oclaro sold to Lumentum for $1.8 billion in cash and stockJones Day advised Oclaro, Inc. in its $1.8 billion acquisition by Lumentum Holdings Inc.
  • Advantage Solutions acquires Jun GroupJones Day advised Advantage Solutions on its acquisition of Jun Group, an industry-leading mobile video advertising company.
  • Advantage Solutions acquires Daymon WorldwideJones Day advised the management team of Advantage Solutions, a leading North American provider of business solutions to consumer goods manufacturers and retailers, with a suite of technology-enabled services that includes headquarter sales representation, business intelligence, merchandising, and marketing solutions, in its acquisition of Daymon Worldwide.
  • Ambry Genetics sold to joint venture formed by Konica Minolta and Innovation Network for up to $1.0 billionJones Day advised Ambry Genetics Corporation, a leading genetic testing corporation, in its sale to a newly formed joint venture between Konica Minolta, Inc. and Innovation Network Corporation of Japan for up to $1.0 billion (including earnouts).
  • Advantage Solutions acquires The Data CouncilJones Day advised Advantage Solutions in the acquisition of The Data Council, the leading provider of verified and standardized product data and images.
  • Advantage Solutions acquires QuiverrJones Day advised Advantage Solutions in its acquisition of Quiverr Collective, LLC.
  • TDK acquires InvenSense for $1.3 billionJones Day advised TDK Corporation in its $1.3 billion acquisition of InvenSense, Inc.
  • ICANN advised in connection with governance reform and transition of IANA functionsJones Day advised Internet Corporation for Assigned Names and Numbers (ICANN) in connection with the successful completion of the transition of the Internet Assigned Numbers Authority (IANA) functions from the U.S. National Telecommunications and Information Administration to ICANN.
  • Advantage Solutions acquires consumer marketing agency UpshotJones Day advised Advantage Solutions in its acquisition of Upshot, Inc., an industry-leading, consumer marketing agency based in Chicago.
  • Astellas sells U.S. manufacturing subsidiary to AvaraJones Day advised Astellas Pharma Inc. in the transfer of its wholly owned manufacturing subsidiary Astellas Pharma Technologies, Inc. to Avara Norman Pharmaceutical Services, Inc.
  • Project Bike Love obtains 501(c)(3) tax exemptionJones Day has spent the past several months working to formally incorporate and obtain 501(c)(3) status for Project Bike Love, a local non-profit.
  • Atmel acquired by Microchip Technology for $3.56 billionJones Day advised Atmel Corporation (NASDAQ: ATML) on its sale to Microchip Technology Incorporated (NASDAQ: MCHP) in a cash (85 percent) and stock (15 percent) transaction valued at approximately $3.56 billion.
  • Atmel receives unsolicited superior proposal and terminates definitive agreement to be acquired by Dialog for $4.6 billionJones Day represented Atmel Corporation in connection with its definitive agreement to be acquired by UK-based Dialog Semiconductor plc in a cash and stock transaction for $4.6 billion.
  • BioMarin acquires global rights to Phenylketonuria (PKU) franchise from Merck Serono for $588.8 millionJones Day advised BioMarin Pharmaceutical Inc. in connection with its €525 million ($588.8 million) acquisition of the global rights to Kuvan® (sapropterin dihydrochloride) and pegvaliase from Merck Serono.
  • Monster Beverage enters into long-term commercial relationship with Coca-Cola and receives net cash payment of $2.15 billionJones Day represented Monster Beverage Corporation in connection with a series of transactions involving The Coca-Cola Company for a long-term commercial relationship in which Coke transferred its global energy drink business to Monster, Monster transferred its non-energy business and 16.7% of its common stock to Coke, the parties realigned their global distribution relationship, and Coca-Cola made a net cash payment of $2.15 billion to Monster.
  • BioMarin acquires Prosensa Holding N.V. for $680 millionJones Day advised BioMarin Pharmaceutical Inc. in its acquisition of Prosensa Holding N.V., a public, biotechnology company, focused on the discovery and development of RNA-modulating therapeutics for the treatment of rare genetic disorders.
  • Allergan acquires LiRIS® program from TARIS Biomedical for $587.5 millionJones Day advised Allergan Inc. in the acquisition of LiRIS Biomedical, Inc. (formerly known as Taris Biomedical Inc.) and a license to the worldwide rights to TARIS Biomedical's® lead program, LiRIS®, for the treatment of interstitial cystitis / bladder pain syndrome.
  • Monolithic Power Systems acquires Sensima TechnologyJones Day advised Monolithic Power Systems, Inc. in the acquisition of Sensima Technology SA, a developer of magnetic sensor technologies for angle measurements as well as three-dimensional magnetic field sensing.
  • Oclaro sells Zurich Gallium Arsenide laser diode business to II-VI Incorporated for $115 millionJones Day represented Oclaro, Inc., a leading provider and innovator of optical communications solutions, in a sale of its Oclaro Switzerland GmbH subsidiary and associated laser diodes business to II-VI Incorporated in a transaction valued at $115 million.
  • The following represents experience prior to joining Jones Day.

    Public Company Mergers

    Advised Amgen Inc. in connection with its acquisition of Immunex Corporation ($16 billion)

    Advised Amgen Inc. in connection with its acquisition of Tularik, Inc. ($1.3 billion)

    Advised Axon Instruments, Inc. in connection with its sale to Molecular Devices Corporation ($140 million)

    Advised Axonyx, Inc. in connection with its sale to TorreyPines Therapeutics, Inc. ($80 million)

    Advised CIMA Labs Inc. in its terminated merger-of-equals transaction with aaiPharma Inc. ($900 million, combined value)

    Advised CIMA Labs Inc. in connection with the sale of the company to Cephalon, Inc. ($515 million)

    Advised FileNet Corporation in connection with its sale to IBM ($1.6 billion)

    Advised First Consulting Group in connection with its sale to Computer Sciences Corporation ($365 million)

    Advised Harrah’s Entertainment, Inc. in connection with its acquisition of Caesars Entertainment, Inc. ($9.44 billion)

    Advised the controlling stockholders of Hydril Corporation in connection with the sale of the company to Tenaris S.A. ($2.16 billion)

    Advised ICOS Corporation in connection with the sale of the company to Eli Lilly & Company ($2.3 billion)

    Advised InSight Health Services Corp. in connection with the sale of the company to J.W. Childs Associates, L.P. and The Halifax Group, L.L.C. ($450 million) (represented special committee and the company)

    Advised Interpore International, Inc. in connection with its sale to Biomet, Inc. ($280 million)

    Advised IsoTis Inc. in connection with the sale of the company to Integra Life Sciences Holding Corporation ($51 million)

    Advised Medicis Pharmaceutical Corporation in connections with its terminated acquisition of Inamed Corporation ($2.8 billion)

    Advised Medicis Pharmaceutical Corporation in connections with the successful defense against hostile bid made by Mentor Corporation

    Advised Micro Therapeutics, Inc in connection with the sale of the company to its controlling stockholder, ev3 Inc. (represented special committee)

    Advised Ortel Corporation in connection its acquisition by Lucent Technologies Inc. ($2.95 billion)

    Advised PIMCO Advisors, L.P. in connection with its acquisition of Oppenheimer Capital ($265 million)

    Advised The Sands Regent in connection with the sale of the company to Herbst Gaming, Inc. ($148 million)

    Advised Tuboscope, Inc. in connection with its merger-of-equals with Varco International, Inc. ($1.8 billion, combined value)

    Advised Varco International, Inc in connection with its merger-of-equals with National-Oilwell, Inc. ($5 billion, combined value)

    Advised Watson Pharmaceutical, Inc. in connection with its acquisition of Andrx Corporation ($1.9 billion)

    Private Mergers

    Advised Advantage Sales & Marketing, LLC in connection with its recapitalization and acquisition of a majority interest by Allied Capital Corporation

    Advised Ambassadors International, Inc. in connection with its acquisition of Bellingham Marine Industries, Inc. from Nishida Tekko Corporation

    Advised Ambassadors International, Inc. in connection with its acquisition of Newport Harbor Shipyard II, Inc.

    Advised Ambassadors International, Inc. in connection with its acquisition of BellPort Group, Inc. (represented special committee and company)

    Advised Ambassadors International, Inc. in connection with its acquisition of BellJa Holding Company, Inc.

    Advised Complete Production Services in connection with its acquisition of Pumpco Services, Inc.

    Advised Harrah’s Entertainment, Inc. in connection with its acquisitions of Horseshoe Gaming Holding Corp.

    Advised Innovent Systems, Inc. in connection with the sale of the company to Broadcom Corporation

    Additional Publications

    • June 2010R&D – Lifeblood Of The Life Sciences Industry, Metropolitan Corporate Counsel, Vol. 18, No. 6
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