Ryan C.Thomas

Partner

(T) + 1.202.879.3807 (F) + 1.202.626.1700

Ryan Thomas is a leading antitrust lawyer, focusing on mergers, government investigations, counseling, and litigation. Drawing on nearly two decades of experience, he represents public and private companies in U.S. and cross-border matters involving the FTC, DOJ, states, foreign competition authorities, and private litigation. His work spans many industries including semiconductors, aerospace, pharmaceuticals, consumer goods, chemicals, and building products. Ryan has particular experience defending technology and other companies in fast-changing industries against complex, novel (and often controversial) antitrust and IP-related theories of harm.

Ryan has an active merger practice, advising companies from premerger counseling through investigations, settlement, and litigation. He has obtained antitrust clearances in hundreds of transactions. Ryan has represented clients in many high-profile and complex matters including: Essilor's combination with Luxottica; Newell Brands' acquisition of Jarden; STERIS' acquisition of Synergy Health, including its successful defense against the FTC's challenge in federal court; Hertz's acquisition of Dollar Thrifty; SABMiller's joint venture with Molson Coors; and XM's merger with Sirius.

In merger and conduct matters Ryan represents international and domestic companies during investigations by U.S. (DOJ, FTC, states) and foreign competition authorities including the European Commission and China's State Administration for Market Regulation (SAMR).

Ryan also has extensive experience advising companies on (i) competitor collaborations; (ii) pricing, distribution, and standard setting issues; (iii) internal investigations; (iv) compliance programs; and (v) cartel investigations (responding to grand jury subpoenas, contesting allegations, and negotiating leniency and plea agreements).

In recent years, Ryan has worked with NVIDIA, Oclaro, TI, USG, Newell Brands, Essilor, Deere, Tokyo Electron, and M&G.

Experience

  • Sumitomo Dainippon Pharma to acquire late stage biopharma companies and form alliance with Roivant Sciences Ltd. worth $3 billionJones Day is advising Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo") in an acquisition of late stage biopharma companies and formation of alliance with Roivant Sciences Ltd.
  • Diodes to acquire Lite-On Semiconductor Corporation for approximately US$428 millionJones Day is advising the Special Committee of the Board of Diodes Incorporated in a transaction to acquire Lite-On Semiconductor Corporation for approximately US$428 million in cash.
  • Cabot sells its Specialty Fluids business to Sinomine (Hong Kong) Rare Metals Resources Co. Limited for $135 millionJones Day advised Cabot Corporation in the sale of its Specialty Fluids Business to Sinomine (Hong Kong) Rare Metals Resources Co. Limited, a wholly owned subsidiary of Sinomine Resource Group Co., Ltd., for $135 million.
  • Milliken & Company acquires PolartecJones Day advised Milliken & Company in its acquisition of Polartec, a strong global brand known for its innovative performance textiles for outdoor and military apparel, from Versa Capital Management, LLC.
  • Cineworld Group completes asset monetization strategies in United States through cinema sale-leaseback transactionsJones Day advised UK headquartered, Cineworld Group PLC in connection with an asset monetization strategy in the United States involving a combined cash consideration of $556.3 million cinema sale-leaseback transactions to convert a substantial portion of Cineworld’s U.S. real estate holdings into cash to leverage its equity and optimize efficiency.
  • Milliken & Company acquires Andover Healthcare, Inc. and Andover Resources, Inc.Jones Day advised Milliken & Company, an industrial manufacturer that is active in a breadth of disciplines, including specialty chemical, floor covering, performance and protective textile materials, in connection with the acquisition of Andover Healthcare, Inc. and Andover Resources, Inc., leading manufacturers of cohesive bandages and tapes for healthcare, animal health, and sports medicine industries.
  • Newell Brands to sell The United States Playing Card Company to Cartamundi GroupJones Day is advising Newell Brands Inc. in the sale of The United States Playing Card Company ("USPC") to Cartamundi Group, a leading manufacturer and distributor of playing cards and board games.
  • Newell Brands sells Process Solutions to One Rock Capital Partners, LLC for $500 millionJones Day advised Newell Brands Inc. in the sale of its Process Solutions business to One Rock Capital Partners, LLC for $500 million in cash.
  • International Wire Group acquired by affiliates of Atlas HoldingsJones Day advised International Wire Group Holdings, Inc. ("IWG") in connection with its acquisition by affiliates of Atlas Holdings LLC.
  • USG acquired by Gebr. Knauf for $7 billionJones Day advised USG Corporation in the acquisition by Gebr. Knauf KG ("Knauf") of all of the outstanding shares of USG in a transaction valued at $7 billion.
  • Texas Instruments sells its Greenock, Scotland wafer fabrication facility and operations to Diodes IncorporatedJones Day advised Texas Instruments (U.K.) Limited, a subsidiary of Texas Instruments Incorporated, in the sale of its semiconductor wafer fabrication facility located in Greenock, Scotland, to Diodes Semiconductors GB Limited, a subsidiary of Diodes Incorporated.
  • NVIDIA to acquire Mellanox Technologies for $6.9 billionJones Day is advising NVIDIA Corporation in its acquisition of Mellanox Technologies, Ltd., an Israel-based leading supplier of end-to-end InfiniBand and Ethernet interconnect solutions and services for servers and storage.
  • 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.
  • M&G debtors confirm chapter 11 plan of liquidation and close sale of Corpus Christi plant for $1 billionOn December 17, 2018, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Third Amended Plan of Liquidation (the "Plan") of Jones Day client M&G USA Corporation and eight of its affiliates (the "M&G Debtors"), which prior to the chapter 11 filing, were, along with their affiliates in Mexico, Brazil and Europe, one of the largest producers of polyethylene terephthalate resin – used for packaging applications – in the world. On December 28, 2018, after receiving antitrust approval, the M&G Debtors closed the sale of their partially constructed manufacturing facility in Corpus Christi, Texas, (the "Corpus Christi Plant") with a deal value in excess of $1 billion.
  • Newell Brands sells Pure Fishing to Sycamore Partners for $1.3 billionJones Day advised Newell Brands Inc. in the sale of its Pure Fishing business to Sycamore Partners for approximately $1.3 billion in cash.
  • Kenall sold to Legrand, North and Central AmericaJones Day advised Kenall Manufacturing, a leading manufacturer of innovative, energy efficient, and sustainable specification grade lighting and control solutions for commercial, industrial, and institutional buildings, in its sale of the Company to Legrand, North and Central America.
  • 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.
  • Essilor obtains unconditional U.S. antitrust clearance for combination with LuxotticaJones Day advised Essilor International S.A. as co-U.S. antitrust counsel in its proposed combination with Luxottica.
  • LumaSense acquired by Advanced EnergyJones Day advised LumaSense Technologies Holdings, Inc. in its acquisition by Advanced Energy Industries, Inc.
  • Newell Brands sells Rawlings Sporting Goods Company, Inc. for $395 millionJones Day advised Newell Brands Inc. in the $395 million sale of Rawlings Sporting Goods Company, Inc. to Seidler Equity Partners and Major League Baseball.
  • Additional Publications

    • September 2018
      DOJ Rattles the Sabre: A Template for High Tech Merger Challenges?, M&A Lawyer, Vol. 23, Issue 8
    • February 2019
      Navigating Antitrust and Bankruptcy Laws: M&G’s Sale of Its Corpus Christi Facility, The M&A Lawyer
    • 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

    • 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
    • Decenber 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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