Mergers and Acquisitions
The attorneys in our corporate group represent public and private companies in connection with acquisitions and divestitures, joint ventures, strategic alliances, corporate finance transactions, private equity and venture capital investments, and other transactions. Our corporate attorneys rely on the expertise of attorneys in other specialties (e.g. tax, environmental, labor, employee benefits, intellectual property, immigration, real estate, and bankruptcy) to help structure these transactions to address the unique issues that each deal presents.
We frequently coordinate non-U.S. aspects of transactions with counsel in foreign jurisdictions, including, in recent years, counsel in Asia, Australia, Latin and South America, and the European Union. Similarly, we act as special U.S. counsel to companies and law firms located in foreign jurisdictions in connection with U.S. aspects of transactions.
We have represented companies in connection with such transactions ranging in value from several million dollars to in excess of one billion dollars.
Some of the companies whom we have represented in connection with transactions include the following:
- Arthur J. Gallagher & Co.
- High Falls Brewing Company
- GateHouse Media
- Graham Corporation
- American Express
- Health Management Associates
- Bourland & Leverich Supply Co. L. L. C.
- Rochester Americans (AHL Hockey)
- DeltaPoint Capital Management, LLC
- WVT Communications
- Buffalo Sabres (NHL Hockey)
Recent transactions for a few of our clients where we have acted as counsel include the following (where not confidential we have disclosed purchase price/consideration and client name):
Represented Eastman Kodak Company (NYSE) in connection with numerous transactions including:
- Sale of silver recovery operations to Rochester Silver Works
- $65,000,000 sale of CMOS Image Sensor business to Omnivision Technologies (Nasdaq)
- Sale of micrographics business to Eastman Park Micrographics
- Sale of OLED business to a group of LG companies
- Sale of assets of Laser-Pacific Media to an affiliate of H.I.G. Capital
- Acquisition of Bowe Bell + Howell’s production document scanner business
- Sale of domestic logistics operations to Ryder System, Inc. (NYSE)
- Sale of assets of light film management business to Rohm and Haas Company (NYSE)
- Sale of health care related software and other intellectual property to IBA Health Limited in consideration of common stock traded on the Australian Stock Exchange
- Cross licensing of imaging technology and related strategic business alliance with Motorola (NYSE)
- $250,000,000 acquisition of Scitex Digital Printing's worldwide commercial inkjet business (n/k/a Versamark)
- Acquisition of National Semiconductor's (NYSE) CMOS image sensor business
- Acquisition of Applied Science Fiction's imaging technology and related photo kiosk assets
- $40,000,000 acquisition of Laser-Pacific Media Corporation (Nasdaq) in a public merger
Represented Health Management Associates, Inc. (NYSE) in connection with numerous transactions including:
- $525,000,000 acquisition of seven acute care hospitals from Catholic Health Partners
- $145,000,000 acquisition of two acute care hospitals from Wuesthoff Health System
- $515,000,000 acquisition of five acute care hospitals from Tenet Corporation (NYSE)
- $380,000,000 sale of non-controlling interest in seven acute care hospitals to Novant Health Care and related joint venture agreements
- $80,000,000 acquisition of two acute care hospitals from Providence Health Systems
- $32,000,000 acquisition of Rankin County Medical Center
- $46,500,000 acquisition of Medical Center Hospital
- Represented the Buffalo Sabres NHL hockey team in connection with its recent sale to Terry Pegula
- Represented the Rochester Americans AHL hockey team in connection with sale to Buffalo Sabres
- Represented Arthur J. Gallagher & Co. (NYSE) in connection with $37,000,000 acquisition of the third party administrator business of GAB Robbins North America, Inc.
- Represented K+S Aktiengesellschaft, as U.S. counsel in certain specialized areas, in connection with its $1,700,000,000 acquisition of Morton Salt from Rohm and Haas Company
- Represented American Express Inc. (NYSE) in connection with the sale of certain travel service related assets to Altour
Represented PAETEC Holding Corp. (Nasdaq) in connection with:
- Acquisition of certain software related assets of Formula Telecom Solutions, from its Israeli parent
- Acquisition of certain custom calling software assets from Iperia, Inc.
- Represented Wegmans Food Markets, Inc. in connection with the divestiture of its egg production facilities
- Represented distributor of oil country tubular goods in connection with a $250,000,000 divestiture to a private equity fund
- Represented Norampac in connection with a $430,000,000 Greenpac joint venture for the construction, equipping and operation thereon of a "green" state-of-the-art containerboard manufacturing facility
- Represented Gatehouse Media, Inc. (NYSE) in connection with a $125,000,000 acquisition of several dozen media outlets
- Acted as special counsel to the Board of Directors of CPAC, Inc. (Nasdaq) in connection with its going private acquisition by Buckingham Capital Partners II, L.P
Represented Carestream Health in connection with:
- Acquisition of Quantum Medical Imaging’s radiology equipment business;
- Acquisition of oral and maxillofacial surgery and dental practice management software business from Windent
- Represented High Falls Brewing Co. in connection with its sale to KPS Capital Partners LP.
- Represented MacKenzie-Childs in connection with its sale to Twin Lakes Capital
- Represented Cinnabar Solutions and Selkirk Industries in connection with approximately $110,000,000 sale of retail fixture business to Royston Holdings, LLC
- Represented Montana Mills Bread Co. (AMEX) in connection with its sale to Krispy Kreme Doughnuts, Inc. (NYSE)
- Represented a private equity fund in connection with a $50,000,000 disposition of a portfolio investment in the electrical infrastructure industry
- Represented Genencor, Inc. (Nasdaq) in connection with its sale to Danisco, Ltd.
- Represented Performance Technologies, Inc. (Nasdaq) in connection with various acquisitions and divestitures, including its acquisition of Microlegend in an exchangeable share transaction
- Represented Skaneateles Bancorp. (Nasdaq) in connection with its sale to BSB Bancorp, Inc.
- Represented Transcat, Inc. (Nasdaq) in connection with various acquisitions and divestitures
Represented Ultralife, Inc. (Nasdaq) in connection with various acquisitions and divestitures