Baker McKenzie acted as lead transaction counsel to Gebr. Knauf KG, a major German building materials company, in connection with its $7 billion acquisition of Chicago-based USG Corporation (NYSE:USG). The combined company will have global manufacturing and sales operations for gypsum wall board, ceiling products, and fiberglass insulation with approximately 36,000 employees around the world. Berkshire Hathaway Inc., USG’s largest shareholder (owning approximately 31% of the company’s shares), has agreed to support the transaction.
The USG board’s initial rejection of Knauf’s private acquisition proposals led to a successful public proxy contest in connection with USG’s May 2018 annual shareholder meeting, at which the holders of a large majority of USG’s shares, including Berkshire Hathaway, voted against the election of the company’s director nominees. The defeat of USG’s director nominees served as a shareholder referendum on Knauf’s acquisition proposal, eventually leading the parties to conclude a negotiated transaction announced on June 11, 2018.
The Baker McKenzie team advising Knauf was led by Chicago corporate partner Craig Roeder and included corporate attorneys Thomas Hughes, Robert Dolehide, Sarah Roughead, Jimmie Covington, Sara Ahmed, Lewis Sutton and David Holland; tax attorneys Thomas May and Tatyana Johnson; labor, employment, and benefits attorneys Maura Ann McBreen, Ryan Vann and Lauren Schuster; finance attorneys Oliver Socher and Kathrin Marchant, Garry Jaunal, John Lawlor, and Michael Reed; antitrust attorneys Gavin Bushell and Sophia Real, Raymundo Enriquez, Brian Burke, and Mark Hamer; regulatory attorney Rod Hunter; environmental attorneys John Watson and Jessica Wicha; bankruptcy attorneys Debra Dandeneau and Matthew Andonian; intellectual property attorney Heiko Burow; and litigation attorney Jon Ebner.