Mergers and Acquisitions

Glaser Weil has extensive experience working with our clients to navigate the ever complex and fastmoving mergers and acquisitions landscape.

We structure both the overarching framework of the deals and handle the intricate details of both public and private acquisitions, exchange offers and “going private” transactions, as well as various multi-step acquisitions that require restructuring of companies, corporate workouts and other industry-specific transactions. Additionally, the firm has had continued success in achieving valuations in excess of the originally sought sales price.

In the extremely time-sensitive, often volatile world of M&A, our technical know-how and ability to efficiently form cross-disciplinary teams allows our clients to close their deals on time — and within their strategy, needs and goals.

Areas of Focus

• Corporate reorganizations
• Divestitures
• Domestic and cross-border mergers and acquisitions
• Going-private transactions
• Joint ventures and strategic business combinations/alliances
• Leveraged buyouts
• Private equity investments and acquisitions
• Recapitalizations
• Regulatory liaisons and approvals
• Sale of control
• Share exchanges
• Special committee representations

Notable experience includes our attorneys’ representation of:

• Advantage-Crown Sales & Marketing, Inc., a national food distributor, in connection with an approximate $260 million acquisition by a New York Stock Exchange company.
• Alacer Corporation (manufacturer of Emergen-C) in connection with its sale to Pfizer, helping to achieve a sale price 40% above initial estimates.
• American Title, a publicly traded (NASDAQ) title insurance company, in its $182 million merger with Fidelity Title. Also served as head of a Special Committee of the Board of Directors that negotiated the transaction, as well as reviewing the fairness of compensation paid.
• Equityholders of Blackstone Consulting, Inc. and J.B. Properties, Inc. in the sale of 49% of their interests in the companies to USAGM Acquisition, LLC.
• Carl Zeiss Meditec AG in connection with its proposed $1.6 billion acquisition of a division of Bausch & Lomb.
• Crown Technical Systems, a leader in fully integrated power distribution and protection systems, and its affiliated entities in their $325 million all-cash sale to Flex (NASDAQ: FLEX), a global leader in manufacturing and supply chain solutions.
• Dent-ology, Inc., and HailRepair.com LLC in connection with the simultaneous sale of both companies’ assets to High Tech National, LLC, a subsidiary of publicly traded KAR Auction Services, Inc.
• Horizon/CJK in its joint venture with Fortress Investment Group to acquire United Oil Co.
• INVO Bioscience, Inc. (Nasdaq: INVO), a global leader in expanding access to advanced fertility treatment, in an all-stock merger agreement with NAYA Biosciences Inc.
• MaxIT, a Riordan, Lewis & Haden portfolio company, in connection with its sale to SAIC for $500 million. Targeted sales price approximately $300 million.
• Ocean Pacific Apparel Corp. (OP) in connection with its acquisition by Warnaco.
• Pacific Ethanol Inc. in connection with its merger into a public company, related proxy filings and add-on financings.
• Primoris Services Corporation (ARB) in a public merger with a Special Purpose Acquisition Corp., with a transaction value of approximately $350 million.
• SC Fuels, a leading petroleum distributor, in its swap of United Fuel & Energy in exchange for Pilot Energy's California land-based business and southwest operations.
• SKB Cases, a leading manufacturer of specialty protective plastic cases, in connection with an investment by MPE Partners.
• The Outdoor Channel cable television station, with a valuation of approximately $216 million, merging into a publicly owned entity.
• Thrifty Oil Co., one of the largest privately held owners of commercial real estate in Southern California, in its sale of over 650 gas stations to Tesoro Oil.
• TriMed Inc., a global developer of market-leading orthopedic implants, in the sale of a majority interest to Henry Schein, Inc. (NASDAQ: HSIC), the world’s largest provider of health care solutions to office-based dental and medical practitioners.
• Wyatt Technology in its $1.36 billion acquisition by Waters Corporation (NYSE: WAT), a global pharmaceutical leader in analytical instruments and software.
• A waste disposal company with an enterprise value in excess of $1.4 billion in connection with its sale. Targeted sales price $850 million.
• An industrial software company in its $1 billion sale to a publicly traded Swedish engineering company.
• Part of the ownership group in connection with the acquisition of the Sacramento Kings for $500 million.
• A manufactured product distribution company in connection with its $350 million sale.
• The ownership group in connection with the acquisition of the New Orleans Hornets for $350 million.
• Representation of software company in its sale for $320 million. Targeted sales price $220 million.
• Representation of medical device company in its sale for $300 million. Original offered purchase price $225 million.
• A casino consulting company in connection with its $200 million sale.
• A provider of medical and scientific communication services in connection with its $200 million sale.
• A legal services company in connection with its $120 million sale.
• A professional employer organization (an employee loan company) in connection with its $80 million sale to a private equity group.
• A restaurant group in connection with its $15 million sale.
• A construction company in connection with its $15 million sale.
• The buyer of a pet products company in its $12 million acquisition.
• A provider of premium quality drinking water in its sale of over 320 water distribution facilities in Mexico to a global water treatment company.
• A minority owner of the New York Yankees in connection with its sale which, at the time, was the highest price per unit in the history of the New York Yankees and no investment banker was involved.

• A distillery company in the sale of its premium gin brand.
• An investor in the purchase of a significant stake in an e-commerce company, including the negotiation and documentation of the purchase agreement and investors’ rights agreements. 

Results