Mergers and Acquisitions

Cross-border M&A Growth and Risk Survey

Kelley Drye helps clients pursue corporate transactions with a Mergers and Acquisitions practice group that has furthered the success of corporations and institutions that compete around the world. The group's lawyers have significant experience in mergers, acquisitions, buyouts, asset exchanges, divestitures, recapitalizations, alliances, joint ventures and other deal-related matters. They assist clients on initial proposals, bid packages, letters of intent, creation of data rooms, due diligence, negotiations and a range of other deal-related priorities. With Kelley Drye you work with a team that understands your business, and that draws on experience in sectors such as telecommunications, banking, financial services, pharmaceuticals, health care, technology and outsourcing, manufacturing, energy and transportation. The team works with you from the early stages, creating a strategy to fit your unique business objectives, then executing that strategy by drawing on the best technology and legal resources the firm has to offer.

Kelley Drye's Mergers and Acquisitions practice group handles large and small transactions with the same proven staffing practices and organizational procedures to ensure that all matters get the right focus, expertise and responsiveness in the most efficient manner.

The group has significant experience and capabilities in these areas:

Acquisitions - Representing clients acquiring U.S.-based businesses, whether they take the form of share or asset transactions, triangular merger structures, straight acquisitions or leveraged buy-outs. Many clients retain Kelley Drye for a range of matters, while others engage the firm for specific transactions based on particular firm expertise and reputation. Kelley Drye maintains electronic files of standard document and checklist provisions, which allows for quick, efficient generation of due diligence checklists, letters of intent and master and ancillary transaction documents.
Divestitures - Providing clients who are contemplating divestitures with advice regarding data rooms, relevant rules and procedures, information books, and documenting requests for bids. The group maintains standardized language for confidentiality agreements in their varied formats. For individuals, such as founders selling their interests in companies they created, Kelley Drye drafts agreements to regulate their rights in the acquiring corporation that they may receive, including voting arrangements, rights of first refusal and tag-along and drag-along provisions.
Strategic Alliances - Executing strategic alliances or joint venture transactions across a broad range of industries. Kelley Drye understands where these arrangements diverge from traditional deals, especially when one party's technology or other intellectual property is the basis for the business arrangement. In such cases, the firm pays particular attention to intellectual property issues, whether they involve domestic or cross-border licenses or transfers.
International Deals - Advising foreign-based companies that are acquiring or disposing of business or assets in the U.S. and advising U.S.-based companies that are acquiring or disposing of foreign business or assets. Kelley Drye lawyers have extensive experience in obtaining regulatory clearances from the Committee on Foreign Investment in the United States (CFIUS), which addresses U.S. national security concerns. The firm also represents both U.S.-based and non-U.S.-based clients in cross border strategic alliances.

The Mergers and Acquisitions group draws on the experience of Kelley Drye lawyers in other practice areas to meet the demands of a client's specific matter. Transaction teams are reinforced, as needed, by lawyers who specialize in tax matters, corporate financing, antitrust and competition matters, securities law, environmental law, labor law, employee benefits matters, intellectual property law and real estate matters. The firm maintains expertise in various regulatory areas, such as telecommunications, privacy and advertising.

Especially in highly complex deals, technology enables speed plus efficiency. By leveraging Kelley Drye's significant IT investments, the firm's lawyers are able to move documentation around the globe while the firm's New York-based word processing facilities allow them to draft and edit documents 24/7 from anywhere. This contributes to a deal process that avoids typical logjams and allows the team to remain focused on client objectives and success.

Representative Experience

Represented Advanced Duplication Services in connection with its debt and equity recapitalization and simultaneous acquisition of two DVD replicators and distributors.
Represented Access Integrated Technologies in the acquisition of Unique Screen Media Inc.
Represented Boehringer-Ingelheim GmbH in connection with a structured buyout of an early stage pharmaceutical company from venture capital investors and employees.
Represented the buyer of a distributor of CD-manufacturing, diskette-duplication and fulfillment services.
Represented CRC Health Group, Inc., a portfolio company of Northcastle Partners and Credit Suisse Private Equity, in multi-million dollar acquisition of NSC Specialty Clinics, a leading provider of outpatient drug rehabilitation services.
Represented Credit Suisse Private Equity in connection with the leveraged acquisition of The Service Companies, Inc., a janitorial services company, and its affiliated companies.
Represented Credit Suisse in the leveraged acquisition of Thompson Publishing Group, Inc. and affiliated companies (with MidOcean Partners, LP) a publisher of various publications and developer and operator of audio and Web conferences for the legal services industry.
Represented CTC Communications Group, Inc. in its acquisition of Lightship Telecom.
Represented executive management team of a direct marketing business in connection with a sale of the business and reinvestment by management.
Represented DLJ Merchant Banking Partners Credit Suisse’s principal private equity arm, in connection with the leveraged acquisition of The Service Companies, Inc., a janitorial services company, and affiliated companies.
Represented the buyer of a Canadian freight railcar manufacturer.
Represented GECC in connection with the acquisition of Advanced Telecom Group, a competitive telecommunications provider.
Represented GF Health Products in its multi-million dollar acquisition of the assets of Graham-Field Health Products.
Represented GTT in its acquisition of Inteliquent, leading them to become the 5^th largest IP transit service provider worldwide.
Represented executive management teams in the healthcare business in connection with the sale of businesses and reinvestments by management.
Represented the buyer of a home and clothing care products company.
Represented of IDT Horizon GT, Inc. in the acquisition of a developer of software to support securities trading by financial institutions.
Represented the seller of a logistics software entity to a UK publicly traded company.
Advised Matheson Tri-Gas in connection with its acquisition of Linweld, a Nebraska-based manufacturer and distributor of industrial and specialty gases.
Represented Matheson Tri-Gas in its multi-million dollar acquisition of assets from Air Liquide.
Represented Matheson Tri-Gas in its acquisition of Valley National Gases from Caxton-Iseman Partners and its affiliates.
Represented U.S. buyer of a medical radiation equipment parts distributor.
Represented MSDSonline Inc. in connection with its $50 million sale through a merger with a subsidiary of ICG Group, Inc.
Kelley Drye & Warren LLP and its independent affiliate law firm in Mumbai, India represented Cambridge, Massachusetts based Novartis Vaccines & Diagnostics, Inc. and Basel, Switzerland based Novartis Pharma AG, in the acquisition of the 49 percent equity interest of Aventis Pharma Limited in Chiron Behring Vaccines Private Limited, the manufacturer of the anti-rabies vaccines Rabipur. The acquisition value was close to US$23 million. Novartis Vaccines & Diagnostics, Inc., already holds 51% of the Indian company. After this acquisition, Chiron Behring Vaccines Private Limited becomes a wholly owned subsidiary of the Novartis group.
Represented Nx Networks, a public company providing VOIP equipment, in the acquisition of Open Route Networks, a public company engaged in the manufacture of network routers.
Represented Nx Networks in the acquisition of Aetherwork Networks, a developer of soft switch technologies.
Represented One Communications Corp., one of the largest competitive local exchange carriers in the country and the largest privately-held CLEC in the northeast, in connection with several acquisitions and financings, including a three-way merger of CTC Communications Group, ChoiceOne Communications and Conversent Communications, Inc. This was nominated as one of the top Middle Market Financing Deals of the year by the M&A Advisor.
Represented One Communications Corp., one of the largest privately held, multi-regional integrated telecommunications solutions providers in the United States, in its acquisition by EarthLink, Inc. for $370 million in cash, including the payment of approximately $282 million of One Communications net debt. It provided for EarthLink’s acquisition of One Communications by means of a merger of a newly formed indirect subsidiary with and into One Communications, with One Communications surviving as an indirect wholly owned subsidiary of EarthLink.
Represented Pelstar, LLC in connection with the sale of its food service, office product and industrial scale division to a publicly traded company.
Represented Pitney Bowes in its multi-million dollar acquisition of Bell & Howell’s worldwide mail and messaging business.
Represented RathGibson Inc., a Credit Suisse portfolio company, in the acquisition of Mid South Control Lines, Inc., a provider of specialty metal tubing products to the oil and gas industry.
Represented RathGibson, Inc., a DLJ Merchant Banking Partners portfolio company, in the acquisition of Mid South Control Lines, Inc., a provider of specialty metal tubing products to the oil and gas industry.
Represented Reader’s Digest in its acquisition of a magazine and newsletter and in connection with its sale of another magazine and club.
Represented the owners of a skin-care products developer and retailer in connection with a sale to private equity firms.
Represented the seller of a software support entity to a publicly traded entity.
Represented Standard Motors Products in its multi-million dollar acquisition of Engine Management Group.
Represented Standard Motor Products Company, a NYSE listed company that manufactures replacement automotive parts, in a $100,000,000 asset exchange with Cooper Industries.
Represented Sumitomo Heavy Industries, a Japanese company, in its acquisition of ADP Cryogenics Inc., a Pennsylvania-based manufacturer and supplier of cryogenic pumps and related equipment for the MRI and semiconductor manufacturing industries, from Intermagnetics General Corporation.
Represented Tailwind Capital Partners in leveraged acquisition of Trover Solutions, Inc., a NASDAQ-listed provider of insurance subrogation outsourcing services.
Represented Tailwind Capital Partners in leveraged dollar acquisition of Aircast Incorporated, a world-wide manufacturer of medical products and subsequent sale of Aircast Incorporated to dj Orthopedics.
Represented Tailwind Capital in the acquisition of a controlling interest in Cumberland Consulting Group, a Tennessee-based consulting company focused on healthcare providers and payors, from its seven principals.
Represented Tailwind Capital Partners and Telegraph Hill Partners in leveraged acquisition of Freedom Innovations, Inc. and Applied Composite Technology, Inc., companies specializing in the design and production of prosthetic devices.
Represented Tailwind Capital Partners in leveraged acquisition of VersaPharm Incorporated, a pharmaceutical development and marketing company.
Represented Taiyo Nippon Sanso (Japan’s largest industrial gas company) and Matheson Tri-Gas, its U.S. subsidiary, in a multi-million dollar acquisition from Linde/BOC of assets and business in the U.S., Europe and Asia related to helium.
Represented Tata Consultancy Services Limited in connection with a multi-million dollar acquisition of Citigroup Global Services Limited.
Represented Tata Coffee in its acquisition of Eight O’Clock Coffee.
Represented Tata Communications in the acquisition of Teleglobe, an international telecom company.
Represented Tata Communication in the acquisition of trans-Atlantic and trans-Pacific undersea telecom cables and related international communication network from Tyco Global Network.
Represented Tata Communications, Inc. in the acquisition of assets of Gemplex, Inc., an IP-VPN network provider.
Represented Telular Corporation with its definitive agreement providing for its acquisition by Avista Capital Partners for approximately $253 million in total consideration.
Represented Telular Corporation in its $42 million acquisition of SkyBitz, Inc., a leading provider of mobile resource management solutions.
Represented Telular Corporation in its strategic acquisition of SupplyNet Communications.
Represented Telscape Communications, a provider of competitive local exchange telecom services, in the sale to an entity controlled by Gemini Partners and Golden Gate Capital.
Represented Credit Suisse Private Equity in a multi-million dollar acquisition of Thompson Publishing Group.
Represented Versa Pharm Incorporated, a Tailwind portfolio company, in the acquisition of the generic drug business of Allan Pharmaceuticals.
Represented Viatel Inc. in the acquisition of Destia Communications, Inc.
Represented Warwick Valley Telephone Company, a telecommunications company, in the acquisition of Alteva, LLC, a cloud-based unified communications solutions and VoIP provider.
Represented West Corporation, a leading provider of technology-driven, voice and data solutions in the acquisition of HyperCube LLC.

Divestitures

Represented IT services provider Accurum, Inc. in its acquisition by Kanbay International, Inc.
Represented the seller of a company engaged in the bar coding, labeling and numbering business.
Represented the owners of CJ&M Transport, Inc., an automotive transportation company, in the sale of the company to Innovative Equity Partners.
Represented Columbia Laboratories in the multi-million dollar sale of its healthcare products portfolio.
Represented the seller of a cranes and hoist manufacturer.
Represented Daimler-Chrysler in a multi-billion dollar divestiture of a U.S. business which financed asset based loans, commercial real estate loans and aviation loans.
Represented Dictaphone Corporation in the multi-million dollar sale of the company.
Represented the owners of GenServe Inc., a company specializing in the service and repair of generators, in a sale of the company to Anvil Capital L.L.C.
Represented Hitachi Zosen Corporation, a Japanese company, through its wholly-owned U.S. subsidiary, Hitz Holdings U.S.A. Inc., in the acquisition of all of the outstanding capital stock of NAC International Inc. from USEC Inc.
Represented Hitachi Zosen Corporation and its subsidiary, Hitachi Zosen Clearing, Inc., in the sale of substantially all of the subsidiary’s assets and business.
Represented Matheson Tri-Gas in connection with the sale of Isotec, Inc., to Sigma-Aldrich Corporation.
Represented Nippon Sanso Corporation and Nippon Sanso USA, its subsidiary, in the sale of controlling interests in the U.S.and Canadian operations of The Thermos Company to King Warm Investments Ltd.
Represented a major New York Stock Exchange specialist firm in the sale of the firm to a Netherlands equity and currency dealer.
Represented Pitney Bowes Credit Corporation in a $850,000,000 sale of a leasing company to General Electric Capital Corporation.
Represented the seller of a rebar and construction chemicals company.
Represented The Thermos Company in the sale of its barbecue grills division and related assets to Char-Broil, a subsidiary of W.C. Bradley Company.
Represented Transervice Logistics Inc. and its affiliates (“Transervice”) in the sale of a controlling interest in Transervice to The ZS Fund L.P., a New York based private equity fund.
Represented the owners of Twin Labs in a multi-million dollar leveraged recapitalization by a private equity fund of Leonard Green & Partners, L.P.

Joint Ventures

Represented a Japanese investment group in connection with an equity investment in, and strategic alliance with, a leading distributor of Japanese animation.
Represented State Street Bank and Trust Company in a joint venture with Citigroup to provide administrative and investment services to retirement plans.
Represented Taiyo Nippon Sanso in connection with a joint venture with Messer Griesheim involving the distribution of semi-conductor specialty gases and equipment in Europe; and subsequently represented of Taiyo Nippon Sanso in connection with the purchase from Air Liquide of the Messer Griesheim’s interest in the joint venture, the resale of such interest to Linde and the joint venture.
Represented Union Carbide Corporation in connection with a joint venture with Nisseki Chemical Texas Inc., a subsidiary of Nippon Petrochemicals Co., Ltd., and certain other parties, for the establishment and operation of a chemical plant in Houston, Texas.

Corporate Defense

Represented numerous corporations in establishing poison pills, shark repellents and other corporate defense mechanisms.
Represented parties in proxy contests.

Premerger Antitrust Requirements: The 2012 Hart-Scott-Rodino Premerger Notification Sourcebook (PDF, 1.85 M)

Kelley Drye

Practices