Mergers & Acquisitions

General.  Our attorneys have represented buyers, sellers, advisors and other principals in mergers and acquisition transactions of all sizes, ranging from the hundreds of thousands to the several billion dollars.  Prior to joining the firm, all of our attorneys practiced at the law firm of Skadden, Arps, Slate, Meagher & Flom, long recognized as a world leader in the area of mergers and acquisitions.  Accordingly, our team brings a wealth of training and expertise to clients seeking sophisticated counseling, often for equally challenging albeit smaller transactions, with a view to maximizing value, minimizing exposure and quickly closing transactions.   In addition to understanding the various legal issues relating to an acquisition, we bring judgment – knowing when to push or accommodate; how to time resolution of key issues; understanding what matters and what doesn’t; and positioning our client to ensure a successful transaction.  In doing so, we seek to ensure that key issues are appropriately addressed while expediting deal resolution and thereby controlling costs in a manner that may be more difficult to accomplish in a larger firm, particularly with respect to a smaller or mid-size transaction.

Transactions.  Our attorneys have experience with a broad array of transactions for both public and private companies, including stock and cash mergers, asset acquisitions, and tender offers.  Our experience includes representation of buyers and sellers in registered and privately-placed stock deals, going private and other related-party transactions, auctions, division acquisitions or sales, leveraged buy-outs, earn-out or other contingent payments, and acquisitions coupled with licenses or similar commercial arrangements.

Industries.  Our attorneys have worked in the areas of technology, including internet, software, semi-conductors, digital media and entertainment, and in healthcare, including both biotechnology and medical devices.  They also have represented clients in a variety of other areas, including consumer products, food, solar energy, and consumer products.

Advisors.  In addition to representing buyers and sellers, our attorneys have represented financial and other advisors in a variety of acquisition or disposition transactions.  Our experience includes preparation and negotiation of engagement letters, counseling on strategic matters, disclosure advice, and regulatory compliance.

International.  Our attorneys have represented clients domestically and abroad, principally in Europe and Asia, in structuring and executing acquisitions and with respect to compliance with U.S. law.  When necessary, we work with local counsel.

Compensation and Equity.  Most acquisitions or sale transactions involve equity and other compensation matters, both generally for employees and more specifically for senior management.  Our attorneys have significant experience negotiating, implementing and terminating management employment agreements and equity compensatory matters, as well as addressing indemnification, insurance and the resolution of other liabilities.

Prior Deals.  Our attorneys bring a broad array of experience to the firm, including their representation prior to joining the firm of:

• SangStat Medical Corporation in an auction resulting in a $600 million cash tender offer by Genzyme Corporation;
• Emulex Corporation in a number of private acquisitions including Aarohi Communications, Inc. and Sierra Logic, Inc.  as well as the public acquisition of Vixel Corporation in a $310 million cash tender offer;
• Hyperion Solutions Corporation in a number of private acquisition including Beatware, Inc., Decisioneering, Inc. and UpStream Software  Corp. as well as its $3.3 billion acquisition by Oracle Corporation in a cash tender offer;
• PassMark Security, Inc. in a stock/cash acquisition by RSA Security Inc.;
• BioMarin Pharmaceutical Inc. in a proxy contest initiated by OrbiMed Advisors LLC;
• Tumbleweed Communications Corporation in a number of public acquisitions,  including Worldtalk Communications,  Inc., Interface Systems, Inc. and Valicert Corporation, as well as  Tumbleweed’s subsequent acquisition by the Sopra Group in a cash merger;
• Merrill Lynch & Co, Inc., as financial advisor in a $2 billion stock acquisition of Smart Modular Technologies, Inc. by Solectron Corporation;
• Niku Corporation in a $350 million cash merger with Computer Associates International, Inc.;
• ASML Holding N.V. in the sale of its thermal business unit to a privately held company formed by VantagePoint Venture Partners;
• Savvian Advisors, in a $460 million cash tender offer for NovaTel, Inc., a Canadian company, by Hexagon AB, a Swedish company;
• Schlumberger Limited in the sale of NPTest, Inc., its semiconductor test and diagnostic business unit, to Francisco Partners, following an aborted carve-out and initial public offering;
• AltaVista Company in its acquisition by Overture Services, Inc.;
• McKesson in the acquisition of the assets of VitaRx, an specialty pharmacy supplier;
• Van Kasper & Company in its acquisition by First Security Corporation; and
• Dialog Corporation plc in a $420 million acquisition of Knight-Ridder Information and the related bridge and high-yield bond financings with a concurrent public offering on the London Stock Exchange.