Public Companies

Public Companies

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:

  • 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.