Transaction Experience

Our attorneys have a vast range of mergers and acquisitions experience that encompasses significant, complex transactions across a range of industries.

Among our matters, we have represented:

  • A NYSE company in a number of acquisitions and divestitures with an enterprise value in excess of $1 billion.
  • Amaya Gaming Group Inc. (TSX: AYA), a leading supplier of gaming equipment and software, in an all-cash acquisition of PokerStars for an aggregate purchase price of $4.9 billion. The deal makes Amaya the world’s largest publicly held online poker company.
  • Harleysville Group Inc. (NASDAQ:HGIC) in its $842 million acquisition by Nationwide Mutual Insurance Company.
  • Met-Pro Corporation (NYSE: MPR) in its $210 million acquisition by CECO Environmental Corporation (NasdaqGM: CECE) for cash and stock.
  • The Clinigen Group plc (LSE: CLIN), a specialty global pharmaceutical company in its £225 million acquisition of Idis Group Holdings Limited, the leading supplier for ethical on-demand products, with products in more than 120 different countries. Clinigen is the market leader in the $5+ billion unlicensed medicine supplier sector and has a leading position in the $2 billion clinical trial supply market.
  • Eagle National Bancorp, Inc. and its wholly owned subsidiary, Eagle National Bank, in its acquisition by ESSA Bancorp, Inc. Under the terms of the merger agreement, stockholders of ENB will receive $5.80 per share or an aggregate of approximately $24.7 million. The merger is expected to be immediately accretive to ESSA Bancorp’s earnings, excluding transaction related expenses.
  • Maverick Funding Corp., a New Jersey-based national mortgage banking company licensed in 32 states that originated nearly $3 billion residential mortgages since 2012, and its stockholders in its acquisition by Home Point Capital Inc., an affiliate of Stone Point Capital LLC, a private equity firm that manages funds with aggregate committed capital of approximately $13 billion. The transaction required regulatory approvals from approximately 30 State Departments of Banking, included a credit facility from the purchaser to fund Maverick’s growth during the regulatory approval period and employment agreements for the selling shareholders to serve as senior executives post-closing.
  • Asta Funding, Inc. (NASDAQ-ASFI) in connection with a complex joint venture in the litigation funding business with a transaction value of $109 million.
  • Cape Bank in the acquisition of a portfolio of $102 million commercial loans and loan commitments from an undisclosed financial institution. The transaction involved the review and analysis of more than 70 commercial loan files in only four days and closed shortly thereafter.
  • Shenzhen Infinova and its Hong Kong-based subsidiary Infinova International (Infinova), a leader in high definition video surveillance solutions, on Infinova’s $85 million acquisition of Australian-based Swann Communications Pty Limited, a company specializing in the supply of surveillance and monitoring technology to the retail market.
  • MKTG, Inc. (OTC: CMKG), a full service marketing agency, in its $52 million cash acquisition by Aegis Lifestyle, Inc., a newly formed subsidiary of Dentsu Aegis Network. The acquisition expands MKTG Inc.’s global reach and provides Dentsu Aegis Network scale in the U.S. through some of the best-integrated experiential capabilities available in the industry.
  • Vicon Industries, Inc. (VII: NYSE-MKT), an industry-leading designer, manufacturer and marketer of video security and surveillance systems, in its stock-for-stock merger with IQinVision, Inc., a designer and producer of high performance HD/megapixel IP cameras. The merger creates a global market leader of integrated solutions to the video security market and is consistent with Vicon’s strategy of providing high quality, proprietary solutions.
  • UXC Eclipse, the leading global implementation partner for intelligent business solutions, in the acquisition of Tectura North America.
  • Lannett Company, Inc. (NYSE: LCI), a developer, manufacturer, marketer and distributor of generic pharmaceutical products, in its acquisition of the capital stock of privately held Silarx Pharmaceuticals, Inc., a manufacturer and marketer of liquid generic pharmaceutical products.
  • Navigator Partners, LLC, a private equity firm, and Beirne Pipeline Holdings, LLC in a series of inter-related and complex transactions including:
    • Equity raise for Navigator Nelson Investors LLC
    • Establishment of a joint venture entity, Nelson Infrastructure Services LLC, followed by formation of its wholly owned subsidiary, Nelson Pipeline Constructors LLC
    • Loan by White Oak Global Advisors, LLC to Nelson Pipeline Constructors LLC to fund part of the purchase price for substantially all of the operating assets of Colorado-based Nelson Pipeline Constructors, Inc.
    • Line of credit facility by First Western Trust Bank to Nelson Pipeline Constructors LLC
    • Purchase by Nelson Pipeline Constructors LLC of substantially all of the operating assets of Nelson Pipeline Constructors, Inc.
  • Healthcare Providers Insurance Exchange (HPIX), a top 10 insurer of physician commercial medical professional liability in the Mid-Atlantic, in an acquisition in which HPIX’s rights, title, interests in and policies will be acquired by Medical Mutual Insurance Company of North Carolina, a leading provider of medical professional liability for physicians in the Southeast.
  • Radiant Logistics (NYSE MKT: RLGT), a North American provider of third-party logistics and multimodal transportation services, in transactions including:
    • Acquisition of Service by Air, Inc., a privately held company that provides a full range of domestic and international logistics services across North America. The transaction is valued at approximately $12 million in cash and is subject to certain hold-back provisions and a working capital adjustment as of the closing date.
    • Acquisition of all of the outstanding common shares of Wheels Group Inc. (TSXV: WGI), one of the largest non-asset based third party logistics providers based in Canada. Radiant purchased all of the outstanding common shares of Wheels for CAD $0.77 per share, payable in cash and shares of Radiant common stock. The total equity value of the transaction was approximately CAD $68.9 million, which consisted of approximately CAD $33.9 million in cash and CAD $35.0 million in Radiant common stock. With historic Wheels net debt of approximately CAD $30.0 million that was refinanced in connection with the arrangement, the total enterprise value of the transaction is approximately CAD $99.0 million.
  • Illinois-based RestorGenex Corporation (OTCQX:RESX), a public specialty biopharmaceutical company, in its merger with Virginia-based Diffusion Pharmaceuticals, a privately held clinical stage biotechnology company.
  • PuraCap Pharmaceutical LLC, a New Jersey-based fully integrated pharmaceutical company, and its parent company Humanwell Healthcare Group Co., Ltd. (SHA: 600079), a China-based life sciences company, in their $550 million acquisition of Epic Pharma, LLC. The acquisition will further establish Humanwell and PuraCap in the U.S. generics market and expand their existing commercial and manufacturing capabilities.
  • Condeco Software, a U.K.-based leading global provider of office utilization and workspace scheduling solutions, in the acquisition of myVRM, a New York-based software company with workflow automation experience in video collaboration, content sharing, unified communications, virtual meetings and analytics.
  • M&Q Plastic Products, a family owned company, in the sale of its operating affiliate, M&Q Packaging Corp., a manufacturer of innovative, proprietary high-temperature resistant thermoplastic nylon and polyester films, to an affiliate of Capital Partners, a private investment firm.
  • Bix Produce Company, LLC, a leader in specialty produce distribution throughout the Twin Cities metro area, greater Minnesota, Western Wisconsin and Fargo, ND, in the sale of 100 percent of its membership interest to a private equity firm.
  • NeuWave Medical, Inc., a privately held medical device company that manufactures and markets minimally invasive soft-tissue microwave ablation systems, through a major acquisition by Ethicon Endo-Surgery, Inc., a medical device company, which is part of the Johnson & Johnson family of companies.
  • Civic Entertainment Group, one of the nation’s most award winning marketing services companies, in the acquisition of the leading marketing, public relations and social media agency, Culture Shop. The combined marketing services company will operate under the Civic Entertainment Group banner.
  • Fesnak, LLP, a leading accounting and business advisory firm, in its acquisition by McGladrey LLP, the nation’s leading provider of assurance, tax and consulting services.
  • Excel Micro, Inc., a Philadelphia-based distributor of cloud email security and archiving solutions, in its acquisition by j2 Global, Inc. (NASDAQ:JCOM), a global provider of internet services. The acquisition expands j2’s U.S. and Canadian email security customer base, reseller channels and channel expertise.
  • MDT Personnel, LLC, the third largest general staffing firm in the U.S. with 105 locations in 25 states, in the sale of their assets to Labor Ready Holdings, Inc. The base purchase price was $48 million, which consisted of $12 million in cash and $36 million in assumed debt.
  • QuantumClean – a leading provider of high-purity outsourced process tool parts cleaning and restoration services, tool part life extension and process tool part optimization solutions for semiconductor fabricators – in its acquisition of the Chamber Performances Services business of Applied Materials, Inc. (NASDAQ:AMAT). The combination of the two businesses formed an unparalleled technological expertise and production capability with 14 cleaning centers worldwide.
  • A regional surgical monitoring company in its sale to a large private equity firm for approximately $40 million in transaction value.
  • An international specialty freight forwarding and logistics company in a series of transactions, including the acquisition of two companies in England; the formation of a joint venture in Mexico with a Brazilian company; the acquisition of three companies in Mexico; and the acquisition of a U.S. freight forwarding company for the fine arts industry. The enterprise value of these acquisitions exceeds $30 million.
  • Honor Health Network, LLC, the largest post-acute care network in central Pennsylvania, in an asset sale transaction of a nursing home and other health care ancillary businesses.
  • Precision for Medicine, a specialized services company supporting next-generation approaches to drug development and commercialization, in its acquisition of Los Angeles-based Precision Health Economics, a health economics consultancy and analytics firm. This acquisition will expand the existing health economics and outcomes research capabilities of Precision for Value, a business unit of Precision for Medicine.
  • The Chemistry Research Solution LLC (TCRS), a specialized chemistry and bioconjugation company based near Philadelphia, on its acquisition by Abzena plc (AIM:ABZA), a British life sciences technology and services company, for $15 million. Under the terms of the deal, Abzena acquired TCRS for $8.8 million in cash, $1.5 million in assumed debt and the remainder in stock.
  • Immunicon in the $30 million sale of its assets to a Johnson & Johnson affiliate.
  • Talent Inc., a subsidiary of Universum Group AB, a Swedish holding company, in the acquisition of the assets of RezBiz, a leading provider of professional resume writing and LinkedIn makeover services. The transaction forms the largest resume writing service in the United States and enables Talent Inc. to expand its product offerings to new markets.
  • Represented Citizens Homes, Inc., a closely held builder in the Carolinas and Tennessee, in its $15 million acquisition by UCP, Inc. (NYSE:UCP), for cash.
  • Moda Technology Partners, Inc. in the sale of all of its stock to Lonza, Inc., a Swiss publicly traded pharmaceutical company, in a transaction that represented more than a treblex return on investment for the venture capital and other investors in Moda,
  • A wholesale food distributor in its sale of the company to a private equity firm for $23 million.
  • Davis & Warshow, Inc. on a sale of its stock to Ferguson Enterprises, the largest distributor of plumbing supplies in the country.
  • Dancker, Sellew and Douglas, an interior solutions firm, in the management and ESOP buyout of one of the oldest privately held businesses in New Jersey.
  • A Seattle-based provider of online information resources to the securities and financial services industries, in an $11 million stock sale to a leading provider of professional information solutions.
  • Aquam (Nu Flow), a world-leading clean-tech firm, in the acquisition of the outstanding stock of JD7, a closed loop pipeline diagnostic technology company. The acquisition positions Aquam as a world leader in small diameter water and gas pipe network assessment and inspection solutions.
  • CECO Environmental Corp. (NasdaqGM: CECE) and its indirect subsidiary, Pristine Water Solutions Inc., in selling substantially all of Pristine’s assets to the Carus Corporation.
  • Iris Environmental, a California-based environmental consulting and engineering firm providing environmental services in the U.S. market, in its acquisition by the RPS Group plc (LON: RPS), an international energy resources and environmental consultancy company headquartered in the United Kingdom, for a maximum consideration of $13.5 million payable in cash. The transaction extends the RPS Group’s capability in the U.S. environmental risk/due diligence market.
  • Tier Environmental LLC in the acquisition of an Ohio-based chemical services business specializing in solvent reclamation, waste disposal and hydroflouoric acid re-concentrating products and services.
  • Switzerland-based Axxiome Group, a global products, services and advisory firm, in its acquisition of J9 Technologies, Inc., an information technology and services company. The acquisition will allow Axxiome to extend its reach and product portfolio in the North American market.
  • Enantigen Therapeutics, Inc., a privately held pharmaceutical company located at the Pennsylvania Biotechnology Center, in its acquisition by OnCore Biopharma, Inc., a biotechnology company focused on the research, development and commercialization of oral treatments for chronic hepatitis B virus (HBV) infection. Through the acquisition, OnCore will assume development of Enantigen's two novel discovery programs, one targeting inhibition of s-antigen secretion and one targeting capsid assembly inhibition.
  • I.T. Landes & Son, Inc. – a fourth-generation family owned and managed Montgomery County, Pa. – based plumbing, heating, air conditioning and fuel oil sales and services firm – in connection with its acquisition by H.B. McClure Co. – a Harrisburg, Pa.-based firm in the same lines of work but serving different marketing areas. As the acquiring company is an S Corporation that is wholly owned by an ESOP, we advised our client to terminate its Subchapter S election and form its own ESOP.The transaction was structured as a sale by I.T. Landes’ owners to that ESOP, followed by a merger of I.T. Landes with and into H.B. McClure’s subsidiary. The sophisticated, multifaceted transaction resulted in the sale of the client company in a manner that should enable the owners to avoid current federal income taxation.
  • konciergeMD, a cloud-based consumer engagement company headquartered in Newtown, Pennsylvania, in its acquisition by Accolade.
  • Priority Care Solutions, a specialty managed care services and network provider for the workers’ compensation industry, in the sale of a portion of the company to a Boston-based private equity firm. The deal allowed our client to cover current debts and raise growth capital while keeping the current management team in place.
  • Gaming Laboratories International, LLC (GLI), a global leader in gaming testing and professional services, in its acquisition of SLI Global Solutions, Inc., a leader in quality assurance and software testing services. With this acquisition, SLI Global Solutions and GLI combine to form one of the largest software testing and quality assurance service providers worldwide.
  • Falcon Industries, Inc., a leading POP metal display manufacturer, in its acquisition by The Visuality Corporation, a global leader in design, manufacturing and marketing of visual merchandise displays for the fashion retail sector.
  • Pacific Municipal Consultants (PMC), a recognized leader in planning, environmental and municipal services, in its acquisition by Michael Baker International, a global provider of engineering and consulting services. Headquartered in Rancho Cordova, California, PMC delivers award-winning environmental services and customized development projects and is on the leading edge of climate change and sustainability projects. With a diverse client base and seven offices in key California markets, the integration of PMC into Michael Baker International will enhance the combined company’s West Coast operations.
  • KPS Holdco, LLC and DFI Holdings, LLC in a management-led buyout led by Michael P. Duloc of AMREP Corporation’s (NYSE: AXR) Newsstand Distribution Services business and Product Packaging and Fulfillment Services business. Mr. Duloc had been the chief executive officer and president of these businesses and certain other subsidiaries of AMREP prior to the transaction.
  • Thermocouple Technologies, Inc., a regional provider of precision temperature measurement and control devices, in its sale of substantially all of its assets to a strategic buyer.
  • Automotive Service, Inc. (ASI), a family owned and operated fuels and lubricants distributor, in its acquisition by RelaDyne, one of the nation’s leading providers of lubricants, fuel, diesel exhaust fluid and industrial reliability services. ASI will strategically expand RelaDyne’s geographic footprint further into Eastern Pennsylvania and upstate New York, providing additional avenues for lubricant and fuel sales as well as expansion of industrial reliability solutions.
  • American Belt Company, a Pennsylvania-based leader in the domestic men’s accessory market, in its combination with Lodis Accessories, a California-based supplier of fashion accessories for men and women.
  • Rio Brands, a high-end designer of patio and outdoor furniture, in its sale of equity interests to a private equity fund.