Matters

Public Company M&A

Among our public company M&A matters, we have represented:

  • 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.
  • A NYSE company in a number of acquisitions and divestitures. The enterprise value of these transactions is in excess of $1.2 billion.
  • Harleysville Group Inc. (NASDAQ: HGIC) in its $842 million acquisition by Nationwide Mutual Insurance Company.
  • 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.
    • Acquisition of the global rights to the oncology support therapy Ethyol® (amifostine) from AstraZeneca. This is the second product Clinigen has acquired from AstraZeneca, and the Group’s third oncology support product bringing the specialty pharmaceuticals portfolio to five products.
    • Acquisition of Foscavir Hospira and on its acquisition of marketing and sales rights for a multiple sclerosis treatment from Genzyme.
  • Met-Pro Corporation (NYSE: MPR) in its $210 million acquisition by CECO Environmental Corporation (NasdaqGM: CECE) for cash and stock.
  • 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.
  • 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.
  • A public company that operates the largest network of integrated health and productivity management solutions in its $400 million acquisition by a pharmacy chain.
  • A publicly traded health care company in a $250 million cash merger/tender offer by a public company.
  • A publicly traded utility in a series of successful acquisitions of corporations and utilities, with transaction values ranging from $13 million to $178 million.
  • Asta Funding, Inc. (NASDAQ-ASFI) in connection with a complex joint venture in the litigation funding business with a transaction value of $109 million.
  • 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.
  • Lannett Company, Inc. (NYSE: LCI), a developer, manufacturer, marketer and distributer of generic pharmaceutical products, in transactions including:
    • Securing the financing to fund its $1.23 billion acquisition of Kremers Urban Pharmaceuticals Inc., the U.S. specialty generic pharmaceuticals subsidiary of global biopharmaceuticals company UCB S.A. (Euronext: UCB). In connection with the financing of the acquisition, Lannett entered into a $1.035 billion secured credit facility, comprised of a $910 million term loan facility and a $125 million revolving credit facility, and issued $250 million of senior unsecured notes.
    • Acquisition of the capital stock of privately held Silarx Pharmaceuticals, Inc., a manufacturer and marketer of liquid generic pharmaceutical products.
    • Stock-deal acquisition of Cody Laboratories.
  • Shenzhen Infinova (SHE:002528) 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.
  • A major Chinese publicly traded company in its $30 million acquisition of a U.S. technology company.
  • A publicly held medical device company in a merger with a private company, including Form S-4 registration of approximately 16 million shares.
  • Complex $15 million public cash merger-going-private transaction involving two computer software companies.
  • A publicly traded software company in a going private transaction pursuant to a $10 million cash merger with a public company.
  • A publicly traded financial services provider in connection with its acquisition of an employee benefits brokerage and consulting business valued at $4.5 million.
  • A publicly listed Australian-owned IT service company, in the purchase of the issued and outstanding shares of a U.S. technology business for strategic purposes.
  • 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 for $2.6 million.

Securities Offerings

Among our securities offerings matters, we have represented:

  • Fidelity National Financial Ventures (NYSE: FNFV) on the spinoff of its J. Alexander’s Holdings, Inc. (NYSE: JAX) subsidiary in a highly valued transaction. The newly spun-off public company is now listed on The New York Stock Exchange. JAX owns and operates three complementary upscale dining restaurant concepts throughout the United States that trade under the names “J. Alexander’s,” “Redlands Grill” and “Stoney River Steakhouse and Grill.”
  • U.S. company counsel to Clinigen, a specialty global pharmaceutical and services business, in the £135 million UK initial public offering.
  • Medical Transcription Billing, Corp. (Nasdaq: MTBC), a leading provider of proprietary, web-based electronic health records, practice management and mHealth solutions, in its initial public offering of 4.08 million shares of common stock at $5 per share.
  • Radiant Logistics, Inc. (NYSE MKT: RLGT) - a third-party logistics and multimodal transportation services company - in an underwritten public offering of approximately $51,750,000, consisting of an aggregate of 7.7 million shares of its common stock at $6.75 per share, after taking into account the exercise by the underwriters of their over-allotment option in full. The underwriters in this transaction included Cowen and Company, LLC and BB&T Capital Markets, a division of BB&T Securities, LLC.
  • Lannett Company, Inc. (NYSE: LCI), a developer, manufacturer, marketer and distributer of generic pharmaceutical products, in its public offering of stock by issuer and selling stockholders.
  • Management of Waypoint Holdings Ltd, a helicopter leasing company, in obtaining $375 million of equity growth capital from funds affiliated with MSD Capital LP, Soros Fund Management LLC, and Cartesian Capital Group.
  • Selling shareholders in a $150 million IPO.
  • A broker-dealer in a $750 million capital raise for a 3(c)7 hedge fund.
  • A broker-dealer in a $75 million capital raise for a public company.
  • Advised on registration of more than 22 million shares of common stock on behalf of a Toronto-based issuer in connection with a PIPE transaction involving the issuance of convertible preferred shares and warrants.
  • A Pennsylvania state-charted bank in a $9.3 million private offering, including approval from the Pennsylvania Department of Banking and Securities.
  • Multiple issuers in connection with universal shelf registration statements and takedowns.
  • Issuers in convertible debt, convertible preferred and common equity PIPE financings.
  • Issuers in connection with SEC comment letters.
  • Issuers in ongoing 1934 Act reports.
  • Issuers and executives in connection with 10b5-1 plans.