Mergers and Acquisitions

Strategic Legal Advice to Match Evolving Business Strategy

Whether better performance, lower costs, diversification, greater market penetration or elimination of the competition is the goal, mergers and acquisitions reshape companies big and small. Our legal advice is based on the practical realities and industry pressures that brought our clients to the negotiating table in the first place and those that they will face going forward in the marketplace. We tailor our advice and solutions to our clients’ business, industry and specific challenges.

Structuring Solutions: A Range of Transactions

From complex M&A transactions with layers of intricate negotiation to smaller matters with a narrow universe of legal issues, the attorneys in our Mergers and Acquisition Practice provide tailored advice and representation based on the due diligence we conduct for each situation. Chief among our experience is representing public and private companies engaged in M&A transactions that require extensive advice on regulatory compliance, including securities law, and the preparation of regulatory filings for agencies, including the Securities and Exchange Commission, Financial Industry Regulation Authority, the Federal Trade Commission and the Department of Justice, as well as stock exchanges. We also represent partnerships, limited liability companies and limited partners in acquisitions and sales of assets, partnership interests, and membership interests. Our well-rounded experience in handling a myriad of corporate and securities law issues stems as well from our representation of both acquirers and targets in friendly and hostile takeovers. Governance, organization, succession, and business and equity transfer are just some of the matters we address in these circumstances. We also handle asset and stock dispositions, tender offers, and reorganizations for both buyers and sellers as well as deals for nonprofit organizations and trade associations.

In addition, our attorneys handle divestitures, joint ventures and strategic alliances. We structure these agreements with special attention to the business, tax and accounting consequences they may pose, creatively integrating these considerations to provide a cohesive solution. At the same time, we are adept at working to protect intellectual property, particularly in licensing agreements that are often at the heart of a strategic relationship.

A Broad Scope of Services for Diverse Industries

When negotiating, documenting and closing transactions, our Mergers and Acquisitions team draws on a deep bench of attorneys across multiple practices to work through particular legal issues as they arise. They include attorneys with experience in:

Tax
Financing
Real Estate
Labor and Employment
Antitrust, including Hart-Scott-Rodino notices
Securities
Intellectual Property
Environmental
Employee Benefits
ERISA
Litigation
Representations and Warranties Insurance (handling them for M&A deals and also vetting these policies for insurers)

We handle mergers and acquisitions for clients across a variety of industries, including:

Technology
Health Care
Life Sciences
Pharmaceutical
Energy
Manufacturing
Distribution
Engineering
Insurance
Industrial
Retail
Credit and financial services
Banking and investment banking
Government contractors, including aerospace and defense
Public relations

Our Mergers and Acquisitions attorneys work with clients to meet two important objectives: first, to help achieve their specific goals; and second, to complete the transaction in a timely and efficient manner.

Services Related to Mergers and Acquisitions

What Type Of Transaction Should You Do In Government Contracting?

Parties to an M&A deal with the government must determine whether to structure it as an asset purchase, stock purchase or a merger.

What Are Set Asides And How Do They Factor Into Government Contracting?

These government programs involve the purchase of goods and services from small businesses.

Understanding Ownership Of Intellectual Property Developed Under A Government Contract

Rights of the government to intellectual property turn on the type of technology involved, or whether the IP was developed in connection with the contract and how it was funded.

Why You Should Be Aware Of The Marking Requirement In The Intellectual Property Area

Contractors are required to “mark” rights pertaining to intellectual property, and maintain records justifying such markings.

Experience

Saul Ewing Arnstein & Lehr attorneys have handled these select merger and acquisition matters in the representation of:

International Speedway Corporation (ISC) in its merger with NASCAR Holdings, Inc. and Nova Merger Sub, Inc., with ISC becoming a wholly owned subsidiary of NASCAR. The France family that controls NASCAR also owns the majority of the voting power of ISC’s common stock, making this a “going private” transaction that needed to be approved by a majority of the non-France family shareholders of ISC. International Speedway owns and operates 13 racetracks and motorsports facilities, including Daytona International Speedway in Florida, home of the Daytona 500 race, and Talladega Superspeedway in Alabama.
Gaming Partners International Corporation (GPIC), a NASDAQ-listed company that manufactures and supplies casino table game equipment, in the successful negotiation and execution of a merger agreement to sell 100 percent of GPIC for $110 million in a going-private transaction to Angel Holdings Godo Kaisha, the parent company of a large Japanese gaming supplies manufacturing group.
A NASDAQ-listed pharmaceutical company in entering a definitive agreement under which it will acquire a central nervous system portfolio of drug products from a biopharmaceutical company for $530 million. With the acquisition, the pharmaceutical company adds three established and marketed products in the U.S. market that help treat Parkinson’s disease and cervical dystonia, with one related product candidate in late-stage development.
An international producer of preformance-critical and nutritional specialty ingredients in its acquisitions of: a nutraceuticals ingredients company; a manufacturer of bioactive mineral nutrients; and a manufacturer of high-quality custom ingredients for food, beverage, confectionary and nutraceutical industries.
A NASDAQ-listed pharmaceutical company in its $183 million acquisition of an epilepsy treatment producer, which included coordination with Australian counsel to address certain offshore issues.
A national provider of customizable lighting in its $103 million sale to a private equity firm, which included corporate documentation, due diligence, corporate reorganization, real estate matters, tax structuring, executive compensation and employment documentation, and environmental issues.
A population health management platform company in the sale of its equity interests to a provider of medical management solutions for managed care organizations, which enables the acquirer to expand in the population health management sector. We advised on a variety of matters throughout the transaction, including tax, employee benefits, employment, technology, data privacy and intellectual property.
An information technology services company in its acquisition of the counterintelligence and intelligence business units from a public-sector services contractor.
A large diversified insurance and financial services organization in its $1.6 billion combination with a leading super-regional provider of insurance products and services.
An owner and operator of skilled nursing and assisted living facilities in its sale in three tranches for approximately $284 million.
A global retailer of vitamins and nutritional supplements in its bankruptcy sale to an infant formula company in China.
The U.S. subsidiary of a French energy services company in its acquisition of all of the stock of a U.S. provider of Combined Heat Power offerings.
A Pennsylvania health network in its acquisition of two different Pennsylvania health care systems. We handled the drafting and negotiating of the transaction documents; hospital resolutions; extensive due diligence and follow-up issues; corporate governance; public finance; environmental compliance; charitable assets and orphans’ court approvals; corporate reorganization; antitrust counseling; and contract assignments. Each of the hospital systems acquired by our client were experiencing financial distress, and we worked on an expedited basis with all interested parties to close both transactions within months of signing the respective definitive agreements.
A NASDAQ-listed oil and gas company in the sale of its Oklahoma oil and gas properties.
A global information and technology solutions provider to the health care industry in its acquisition of a company specializing in regulatory and technology solutions and services for the life sciences sector. Our team handled negotiations, corporate and contractual due diligence, the purchase agreement, and matters related to employment and employee benefits, intellectual property, and real estate.
A leader in manufacturing and machining technologies in its sale to a NASDAQ-listed aluminum producer, which was the result of a highly competitive auction. As part of the transaction, the buyer also acquired the real estate underlying the seller’s facility and a software company affiliate. We handled matters across a variety of areas, including M&A, tax, corporate reorganization, real estate, employee benefits, and environmental issues.
The management team of a Pennsylvania-based outpatient physical therapy provider in its acquisition by an owner and manager of outpatient clinics and rehabilitation therapy centers.
Three Maryland companies that provide services in the insurance industry as brokers and third-party administrators and are part of the same corporate family - SF&C Insurance Associates, Inc., SF&C Select Benefits Communications Group, LLC, and Union Lifestyle Benefits, LLC. - in their acquisition by U.S. Retirement Partners, Inc.
A company that provides transportation and logistics solutions across North America in its acquisition of a controlling stake in a truckload and less-than-truckload freight delivery provider. Our team handled negotiations, corporate and contractual due diligence, the purchase agreement, environmental matters, and the tax implications of various equity/asset contributions and of the structure of the entities and assets.
A large private hospitalist group based in Maryland in its acquisition of a majority of the equity of a hospitalist practice based in Pennsylvania, expanding its geographic footprint to four states.
A biopharmaceutical company in its acquisition of a portfolio of 25 U.S. FDA-approved abbreviated new drug applications.
Founders of a worldwide outsourced technical production company supporting content producers of live sports, entertainment, music and corporate events in an investment in their company by a publicly traded private equity firm.
A NYSE-listed manufacturer of electronic test solutions in its acquisition of a manufacturer of thermal management products and semiconductor test equipment. We coordinated with foreign counsel with respect to the target company’s European operations.
A market leading national office supply retailer in its acquisitions of an online office products reseller and a regional office products provider.