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Services Available
Pre-transaction Planning and Counsel
Often the steps taken before a company is presented with a potential business acquisition or sale can make a significant difference in maximizing a successful business outcome. Our attorneys are available to work with clients offering pre-transaction planning and advice well in advance of the transaction. All Aspects of Due Diligence
We can provide investigations on behalf of both sellers and buyers. We assist buyers in determining the true picture of the target, good or bad; we assist sellers in developing the disclosure of all necessary information to satisfy contractual obligations and avoid future liability exposure. Transaction Structuring
Designing the optimum legal structure of an acquisition is essential. This can include the tax analysis intended to minimize negative tax consequences and the specialized securities law experience necessary to comply with state and federal securities law requirements in equity transactions. Transaction Negotiation
We assist our clients in the negotiation process. Dinsmore & Shohl LLP attorneys are skilled and knowledgeable negotiators. Problem Solving
Obstacles to closing sometimes arise in an acquisition or merger. We pride ourselves on our ability to solve these problems as expeditiously as possible to complete the closing. Our goal is to get the deal done in the most efficient and effective manner. Post-closing Matters
Dinsmore & Shohl LLP attorneys continue to provide advice and counsel following closing including post-closing obligations involving earn-out provisions, indemnification and escrow arrangements, and other post-closing issues. We have the experience necessary to bring such matters to a successful conclusion. In some cases, industry-specific experience can be invaluable in properly structuring, negotiating, and closing an acquisition. Many of our attorneys have specialized knowledge in particular industry categories. We have a wealth of experience in: - Manufacturing businesses
- Consumer products businesses
- Software and other computer-related businesses
- Banking and financial institutions
- Broadcasting
- Hospitals and other healthcare businesses
Representative Experience Wayne Bancorp
Sale / Merger
Sale and merger of $1 billion in assets bank holding company Exhange Bancshares, Inc.
Sale / Merger
Sale / merger of $150 million bank holding company Medic One, Inc.
Roll-Up Acquisition
$20,000,000 "roll-up" acquisition for consolidated ambulance/patient transport service U.S. Subsidiary of British Based plc
Representation of U.S. Subsidiary of British Based plc
Corporate representation Xanodyne Pharmaceuticals, Inc.
Representation of Xanodyne Pharmaceuticals, Inc.
Corporate representatation from inception to the present Lottery Corporation
Sale of Assets
$9,000,000 sale of assets for operator of internet sites The Procter & Gamble Company
Sale of Assets
Sale of assets of pharmaceutical subsidiary of Fortune 100 consumer products company Private Not for Profit Hospital System
Sale of Assets
Sale of assets of private not for profit hospital system Ripley National Bank
Sale and Merger of Bank
Dinsmore & Shohl represented Ripley National Bank in its sale to and merger with Oak Hill Banks. The client benefited in this transaction from the firm's extensive regulatory experience and knowledge of the banking industry. Ripley National Bank
Sale and Merger of Bank
Sale and merger of $50 million national bank The Standard Register Company
Mergers and Acquisitions
We represented Standard Register in the acquisition of Planet Print, a digital printing company. Our IT/IP and corporate attorneys closed this complex purchase. The Standard Register Company
Mergers and Acquisitions
Represented Standard Register in mergers and acquisitions transactions, including Standard Register's acquisition of Uarco Incorporated in the sum of $250,000,000. The Standard Register Company
Mergers and Acquisitions
We represented Standard Register in two separate purchases of software assets. We leveraged our unique mergers and acquisition and intellectual property experience. Synergis Corporation
Merger; Stock Purchase; Initial Public Offering
$40,000,000 merger, stock purchase and initial public offering for value-added reseller of CAD/CAM software Dayton-Based Clients
Mergers and Acquisitions
Lead counsel in acquisition and divestiture transactions for Dayton-based clients Finn Corporation
Representation of Finn Corporation
Business transactions Richwood Pharmaceuticals, Inc.
Representation of Richwood Pharmaceuticals, Inc.
Corporation representation from inception through sale of company Enerfab, Inc.
Representation of Enerfab, Inc.
Mergers and acquisitions and business transactions Large Publicly-Held Bank Holding Company
Multiple Acquisitions of Banks, Bank Holding Companies and Branches
Multiple acquisitions of banks, holding companies and branches Blaine Pharmaceuticals
Representation of Blaine Pharmaceuticals
Corporate counsel The Standard Register Company
Stock Sale
$8,000,000 stock sale for industrial printing company The Buschman Company
Stock Sale for Cash
Represented the company and its management/owners in the sale of 100% of the stock to a German competitor, with cash purchase price plus performance-based earn-out payments. Learning Voyage, Inc.
Stock Purchase for Cash
Stock purchase for privately-held provider of on-line software training services Structural Dynamics Research Corporation
Stock Purchase
$20,000,000 stock purchase for publicly-held $500 million provider of engineering design software Structural Dynamics Research Corporation
Stock Purchase for Cash
$12,000,000 stock purchase for publicly-held $500 million provider of engineering design software Gateway Fed Corporation
Stock-for-Stock Tax Free Merger
$100,000,000 S-4 stock-for-stock tax free merger for $2 billion publicly-held savings and loan holding company Large Publicly-Held Bank Holding Company
Tax Free, Stock for Stock "Merger Conversion"
$50,000,000 tax free, stock for stock "merger conversion" for large publicly-held bank holding company OHSL Financial Corporation
Stock-for-Stock Tax Free Merger
$60,000,000 stock-for-stock tax free merger for $800 million publicly-held savings and loan holding company Structural Dynamics Research Corporation
Stock-for-Stock Merger
$35,000,000 stock-for-stock merger for publicly-held $500 million provider of engineering design software Structural Dynamics Research Corporation
Stock-For-Stock Merger
$950,000,000 stock-for-stock merger for a publicly-held $500 million provider of engineering design software. Structural Dynamics Research Corporation
Stock Purchase
$15,000,000 stock purchase for publicly-held $500 million provider of engineering design software Defense Contractor
Stock Purchase
$25 million stock purchase by non-U.S. defense contractor LCA-Vision, Inc.
Stock Exchange
$20,000,000 stock exchange for operator of free-standing laser vision correction centers bluesolutions
Sale of Company
Multi-million dollar sale of private software consulting and integration company to French Public Company Lottery.com, Inc.
Stock Exchange
Stock exchange for provider of on-line gaming features and website operator Fort Biscuit Company, LLC
Stock Purchase
$10,000,000 stock purchase for industrial bakery operator
The Standard Register Company
Stock Purchase
$85,000,000 stock purchase for industrial printing company Structural Dynamics Research Corporation
Stock Purchase
$32,000,000 stock purchase for publicly-held $500 million provider of engineering design software L'Har, Inc.
Stock Purchase
$12,000,000 stock purchase of conveyor manufacturer The Standard Register Company
Stock Purchase
Stock purchase for industrial printing company The Procter & Gamble Company
Asset Purchase
Purchase of assets by Fortune 100 consumer products company Hunter Manufacturing Group, Inc.
Asset Purchase and Stock Purchase
Asset and stock sale of Hunter Manufacturing Group, Inc., a Lexington, Kentucky based manufacturing company which manufactures and distributes licensed sports merchandise throughout the United States and Canada OPW Fueling Components, Division of Dover Corporation
Asset Purchase
$5,000,000 plus earn-outs asset purchase for diversified fueling components manufacturer
The Procter & Gamble Company
Asset Purchase
Purchase of assets of $300 million fragrance company Ernie Green Industries, Inc.
Asset Purchase
$23,000,000 asset purchase of Tier 2 automotive parts manufacturer Huffy Corporation
Asset Sale
$30,000,000 sale of assets for designer, importer and distributor of bicycles and golf equipment Sekuworks, LLC
Asset Sale
Represented high security printing company and owners in the sale of the business and assets to a private equity fund. Voss Automotive Group
Asset Sale
Sale of asssets for automobile dealership group Huffy Corporation
Asset Sale
$100,000,000 asset sale for $600 million publicly-held manufacturer of bicycles and hardware products and related services Document Imaging Systems, Inc.
Asset Sale
Sale of assets for developer and value-added reseller of proprietary workflow software Wayne County Bancshares, Wooster, Ohio
Acquisition
Acquisition of bank by $800 million bank holding company Publicly Traded Transportation Company
Acquisition of Regional Transportation Businesses
Multiple acquisitions in excess of $100 million for worldwide transit company Wayne County Bancshares, Wooster, Ohio
Acquisition
Bank acquisition by $800 million bank holding company LCNB Corp.
Acquisition
Acquisition of insurance agency by bank holding company Dover Corporation, OPW Division
Acquisition
We represented OPW, a division of Dover Corporation, in the acquisition of a Brazilian company. Brighton Capital Partners, LLC
Asset Purchase
Asset purchase for private equity fund Cold Jet, Inc.
Asset Purchase
Asset purchase for closely-held venture-funded manufacturer of dry ice blasting industrial cleaning equipment. Brighton Capital Partners, LLC
Asset Purchase
Asset purchase of ambulance and patient transport services Host Communications, Inc.
Acquisition via Merger
Approximately $158,000,000 in cash and common stock acquisition via merger for sports and entertainment marketing and association management company. Omnicare
Acquisitions
We represented Omnicare, a pharmaceutical company, in numerous cash acquisitions of nursing home pharmacies. SSS Consulting, Inc.
International Joint Venture Formation
Formation of international joint venture for Internet-based employee psychological testing firm Seed Restaurant Group, Inc.
Joint Venture
Joint venture for Seed Restaurant Group, Inc., owner and franchisor of Fazoli's quick-casual Italian restaurant chain, with over 300 company owned and franchised locations in 32 states, with major international fast food franchisor. Huffy Corporation
Divesture of Business Units By Chapter 11 Debtor
$25,000,000 in multiple divestitures of business units while in Chapter 11 bankruptcy for designer, importer and distributor of bicycles and golf equipment Seed Restaurant Group, Inc.
Corporate Reorganization and Asset Purchase
Corporate reorganization and asset sale of Seed Restaurant Group, Inc., owner and franchisor of the Fazoli's quick-casual Italian restaurant chain, with over 300 company owned and franchised locations in 32 states Huffy Corporation
Cross-Border Acquisition by Merger and Stock Purchase
$150,000,000 cross-border acquisition by merger and stock purchase for $600 million publicly-held manufacturer of bicycles and sporting goods and provider of related in-store assembly services Technology Company
Merger
We represented the purchaser of a financially troubled technology company in the construction services industry in a $36 million reverse triangular merger, which included combining two companies with complex capital structures due to multiple rounds of venture capital financing for each entity. U.S. Subsidiary of British based plc
Merger
Sale and merger of $15 million pharmaceutical company Mason & Hanger Corporation
Merger
Acquisition via merger involving one of the oldest continuously active engineering and construction firms in the United States, which in recent years has played key roles in the country's defense industry. Mistral GmbH
Joint Venture Formation
Formation of joint venture for German cruise ship outfitter Liberty Mutual Insurance Company
Merger
Multi-billion dollar merger involving one of the nation's largest insurance carriers Douglas Machine (Shareholders)
Cash Buyout / Sale of Company
We represented the shareholders in the private equity buyout of US and Hungarian companies in the aerospace industry. Our international and mergers and acquisitions experience facilitated the closure. Huffy Corporation
Cash Merger
$90,000,000 cash merger for $600 million publicly-held manufacturer of bicycles and provider of assembly and inventory services Cold Jet, Inc.
Asset Sale for Cash
Sale of assets for cash in management buy out of closely-held venture funded manufacturer of dry ice blasting equipment Ad Pro Signs, LLC
Asset Sale
Asset sale for signage manufacturer Huffy Corporation
Asset Sale
$15,000,000 sale of assets for designer, importer and distributor of bicycles and golf products Mersive Technologies, Inc.
Corporate Formation; Merger; Issuance and Sale of Preferred Stock in Venture Capital Transaction
Formation and subsequent merger of corporation with limited liability company, and issuance of stock in a venture capital transaction for a technology development firm Large Natural Resources Company
Corporate Merger
Corporate merger of operating divisions involving a coal producing company with annual revenues in excess of $2 billion. Structural Dynamics Research Corporation
Cash Merger
$35,000,000 cash merger for publicly-held $500 million provider of engineering design software Structural Dynamics Research Corporation
Cash Merger
$15,000,000 cash merger for publicly-held $500 million provider of engineering design software MedPlus, Inc.
Cash Merger
Sale of publicly-traded company to another publicly-traded company in registered S-4 transaction.
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