Ryan C.Thomas

Partner

Washington + 1.202.879.3807

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Clients turn to Ryan Thomas for their most significant antitrust matters involving complex M&A, investigations, and litigation. He is recognized by leading publications, including Who's Who Legal and The Legal 500, as a "future leader" and for being pragmatic and business-oriented.

Ryan's work spans many sectors, including semiconductors, artificial intelligence, financial products, pharmaceuticals, aerospace, medical devices, and agriculture, consumer, and industrial goods. He has particular experience defending companies with strong market positions in tech and other dynamic industries.

Ryan regularly leads transactions involving enforcers in the United States (Department of Justice [DOJ], Federal Trade Commission [FTC], state attorneys general), Europe (European Commission, member states), and Asia (China, Korea, Taiwan, and Japan). He has obtained U.S. and foreign clearances in hundreds of deals over 20+ years, including Materion's acquisition of H.C. Starck's electronic materials business, Cleveland Cliffs' acquisition of ArcelorMittal USA, Cooper Tire's sale to Goodyear Tire, STERIS's acquisition of Cantel Medical, NVIDIA's acquisition of Mellanox, Essilor's combination with Luxottica, Oclaro's sale to Lumentum, USG's acquisition by Knauf, Safran's acquisition of Zodiac Aerospace, Hertz's acquisition of Dollar Thrifty, and XM's merger with Sirius.

Ryan also defends clients in merger litigations (successfully defending STERIS's acquisition of Synergy Health against an FTC challenge) and against monopolization claims (obtaining favorable outcome for technology company targeted in government investigation).

Ryan has an active counseling practice, providing practical advice on pricing, distribution, marketing, and HR issues (no-poach, wage-fixing, nonsolicit, noncompete).

Ryan writes and speaks frequently on antitrust enforcement topics, including "killer acquisitions," potential competition, vertical mergers, monopsony, leniency, blockchain, and the failing firm doctrine.

Experience

  • General Mills acquires TNT CrustJones Day advised General Mills in the acquisition of TNT Crust Intermediate Holdings LLC from private equity firm Peak Rock Capital. As part of the acquisition, General Mills also acquired two manufacturing facilities in Green Bay, Wisconsin, and St. Charles, Missouri.
  • Polaris sells Transamerican Auto Parts business to Wheel ProsJones Day is representing Polaris Inc. in the sale of its Transamerican Auto Parts business to Wheel Pros, a designer, manufacturer, and distributor of proprietary branded aftermarket vehicle enhancements for light trucks, SUVs, passenger cars, and ATVs/UTVs, backed by Clearlake Capital Group, L.P.
  • Albaugh acquires RotamJones Day advised Albaugh, LLC in the $197.5 acquisition of Rotam Global AgroSciences Limited, a company headquartered in Hong Kong and publicly listed on the Taiwan Stock Exchange.
  • EssilorLuxottica and CooperCompanies form joint ventureJones Day advised EssilorLuxottica in the formation of its joint venture, SightGlass Vision, with CooperCompanies for the commercialization of novel spectacle lens technologies to expand the myopia management category.
  • STERIS sells renal business to EvoquaJones Day advised STERIS in the $196.3 million sale of its Renal Care business to Evoqua Water Technologies, a leading provider of mission-critical water and wastewater treatment solutions.
  • Confidential flat-rolled steel producer acquires Ferrous Processing and Trading Company for $775 millionJones Day advised a confidential flat-rolled steel producer in the $775 million acquisition of Ferrous Processing and Trading Company (FPT), including certain related entities.
  • The Duchossois Group sells The Chamberlain Group LLC to BlackstoneJones Day advised The Duchossois Group, Inc. in the sale of The Chamberlain Group LLC, a global leader in smart access solutions, to private equity funds managed by Blackstone.
  • Materion acquires H.C. Starck's electronic materials portfolio for $380 millionJones Day advised Materion Corporation, a world leader in high performing advanced materials, in connection with the acquisition and financing of H.C. Starck Solutions' industry-leading, electronic materials business, located in Newton, Massachusetts ("HCS-Electronic Materials") for $380 million.
  • Misonix merges with BioventusJones Day represented Misonix, Inc. (Nasdaq: MSON) in its acquisition by Bioventus Inc. (Nasdaq: BVS).
  • Milliken & Company acquires Encapsys, LLCJones Day advised Milliken & Company in its acquisition of Encapsys, LLC, a world leader in microencapsulation delivery systems for the building, construction, paper, bedding and personal care industries.
  • DMI secures strategic investment from OceanSound PartnersJones Day advised DMI in its strategic investment from an affiliate of OceanSound Partners, LP.
  • Skyworks Solutions acquires Infrastructure and Automotive business of Silicon Laboratories for $2.75 billionJones Day advised Skyworks Solutions, Inc., an innovator of high-performance analog semiconductors, in connection with its acquisition of the Infrastructure and Automotive business of Silicon Laboratories Inc. (NASDAQ: SLAB), a leading provider of silicon, software, and solutions, in an all-cash asset transaction valued at $2.75 billion.
  • Axion BioSystems completes sale of company to Summa EquityJones Day advised Axion BioSystems, Inc., a leading provider of MEA and impedance technology for single-cell analysis, in its sale of the company to Summa Equity.
  • Cooper Tire & Rubber sold to The Goodyear Tire & Rubber Company for approximately $2.5 billion enterprise valueJones Day advised Cooper Tire & Rubber Company in its $2.5 billion sale to The Goodyear Tire & Rubber Company.
  • STERIS acquires Cantel Medical for $3.6 billionJones Day advised STERIS plc in its acquisition of Cantel Medical Corp, a global provider of infection prevention products and services primarily to endoscopy and dental customers, for $3.6 billion.
  • MedShape acquired by DJOJones Day advised MedShape, Inc., a privately held orthopedic medical device company founded in 2005, in connection with its acquisition by DJO, a subsidiary of Colfax Corporation.
  • Ferro Corporation sells its global Tile Coatings Business to Lone Star Funds for $460 millionJones Day advised Ferro Corporation, a leading global supplier of technology-based performance materials, in the sale of its global Tile Coatings Business to Pigments Spain, S.L., a portfolio company of Lone Star Funds, for $460 million in cash, with potential earnout payments of up to $32 million in cash based on the performance of the business pre-closing, subject to customary adjustments.
  • Cleveland-Cliffs acquires ArcelorMittal USA for approximately $1.4 billionJones Day advised Cleveland-Cliffs Inc. in connection with the acquisition and financing of substantially all of the operations of ArcelorMittal USA for approximately $1.4 billion.
  • Diodes acquires Lite-On Semiconductor Corporation for approximately $446 millionJones Day advised the Special Committee of the Board of Diodes Incorporated in the acquisition of Lite-On Semiconductor Corporation for approximately $446 million in cash.
  • STERIS acquires Key Surgical for approximately $850 millionJones Day advised STERIS plc (NYSE: STE) in the $850 million acquisition of Key Surgical, a leading global provider of sterile processing, operating room, and endoscopy products, and a portfolio company of Water Street Healthcare Partners, LLC.
    • View All

    July/August 2022 External Publications

    U.S. Antitrust Agencies Take Aim at Private Equity, The M&A Lawyer

    June 2022 Alert

    Saudi Antitrust Authority Blocks First Vertical Transaction Under New Competition Law

    April 2022 Commentary

    DOJ Makes Giving Up Harder: Stricter Requirements for Seeking Leniency

    March 2022 Commentary

    EU Chips Act: The EU's Push for Semiconductor Autonomy

    February 2022 External Publications

    U.S. Antitrust Agencies Consider Sweeping Changes to Horizontal and Vertical Merger Guidelines, The M&A Lawyer, Vol. 26, Issue 2

    December 8, 2021 External Publications

    Buyers Beware: DOJ Challenge to Book Publishers Merger Highlights Monopsony Concerns in M&A ,The M&A Lawyer, Volume 25, Issue 10

    October 2021 External Publications

    What a Difference a Year Makes: FTC Withdraws Vertical Merger Guidelines, The M&A Lawyer, Vol. 25, Issue 9

    April 2021 Commentary

    FTC Notches Win in Fifth Circuit Reverse Payment Patent Settlement Case

    February 2021 Alert

    Antitrust Agencies Suspend Early Termination of HSR Waiting Period

    December 2020 Commentary

    China's New Merger Rules Streamline Process but May Extend Some Reviews
    View All

    Additional Publications

    • August 2022
      U.S. Antitrust Agencies Take Aim at Private Equity, The M&A Lawyer, Vol. 26, Issue 7
    • January 21, 2021
      China's New Merger Rules Streamline Process But May Extend Some Reviews, The M&A Lawyer, Vol. 25, Issue 1
    • Fall 2020
      Blockchain Technology: A Future Antitrust Target, published in 30 Competition: J. Anti., UCL & Privacy Sec. Cal. L. Assoc. 18
    • April 2020
      DOJ Prevails in Unprecedented Arbitration in Merger Challenge, Signaling More Arbitration in Future Merger Challenges, The M&A Lawyer, Volume 24, Issue 4
    • September 2018
      DOJ Rattles the Sabre: A Template for High Tech Merger Challenges?, M&A Lawyer, Vol. 23, Issue 8
    • December 2018
      U.S. antitrust law developments chapter in "Report on Competition Law and Policy of China (2017)" published by China Society for World Trade Organizational Studies
    • December 2018
      U.S. antitrust law developments chapter in Report on Competition Law and Policy of China (2017) published by China Society for World Trade Organizational Studies
    • August 2013
      Three Years in Rental Cars -- A Wild Ride, 13 The Threshold 3
    • May 2012
      What Companies Can Learn From AU Optronics, Law 360
    • May 2012
      Beware Obstruction of Justice In Merger Investigations, Law 360
    • April 2012
      M&A Lawyer: Hostile Transactions: A Different Antitrust Playbook
    • June 2009
      The Rules of Professional Conduct Are Not Aspirational: Joint Representation of Corporations and Their Employees, Antitrust Source (Read the article.)
    • April 2009
      FTC v. CCC Holdings: Message Received, GCP Magazine
    • November 2008
      XM-Sirius: A Case Study in the Debate Over High Technology Merger Review, Icarus, Newsletter of the Computer & Internet Committee of the ABA Antitrust Section
    • Fall 2008
      XM-Sirius: A View From the Dugout, The Threshold, Newsletter of the Mergers & Acquisitions Committee of the ABA Antitrust Sectio
    • 2005
      Executives Beware: Extradition and the Long Arm of US Law, Young Lawyers, Newsletter of the Young Lawyers' Committee of the International Bar Association
    • 2002
      Practice Guide: Premerger Notification Under the Hart-Scott-Rodino Act, Antitrust Committee of the Section of Business Law

    Speaking Engagements

    • September 28, 2022
      Lecturer, Introduction to U.S. Competition Law, Peking University Law School
    • September 15, 2022
      Panelist, “Antitrust Resurgence or Revolution,” Jones Day MCLE University – Minneapolis, Minnesota
    • October 21, 2020
      U.S. Competition Law: Fundamentals and Selected Issues, speaker, Peking University
    • October 14, 2020
      Global Antitrust Update (US, Europe, China, Australia, Japan), speaker
    • February 13, 2019
      SciTech Focus on Blockchain: Antitrust Regulation and Blockchain Technology, panelist, American Bar Association
    • November 29, 2018
      U.S. Competition Law: Recent Developments in Technology Markets, speaker, Monte Jade Global Antitrust Competition Law Forum
    • November 28, 2018
      U.S. Competition Law: Fundamentals and Selected Issues, speaker, Peking University
    • December 3, 2015
      Presentation on U.S. & China Antitrust Developments
    • June 20, 2013
      Antitrust Investigations: Tactical and Ethical Issues, D.C. Bar Association
    • July 12, 2012
      Antitrust Investigations: Tactical and Ethical Issues, D.C. Bar Association
    • November 3, 2010
      A Smarter Way: Acuity All-In-One Legal Review, panelist
    • December 17, 2008
      Overview of Key Statutes in U.S. Department of Justice Criminal Antitrust Investigations and Prosecutions, panelist, American Bar Association (Antitrust Section) Cartel and Criminal Practice Committee

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