Practice Areas & Industries: Edwards Wildman Palmer LLP

 




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Practice/Industry Group Overview

Edwards Wildman has one of the leading M&A practices among major law firms. With more than 75 M&A lawyers, we can assemble an interdisciplinary team with the breadth and depth of experience and capabilities necessary to guide our clients through any merger, acquisition, divestiture or other strategic transaction such as a joint venture, leveraged buyout and spin-off. Our seasoned, multi-faceted teams work side by side with our clients in evaluating both the opportunities and the risks presented by a transaction. We advise our clients on all aspects of a transaction including structural, regulatory, securities, financing, tax, benefits, employment, corporate governance and antitrust issues. We help our clients achieve their business goals while complying with the complex legal and financial requirements of these transactions.

Public and Privately-Held Companies. We represent public and private companies of all sizes. We understand the differing needs of our public and private company clients and our lawyers bring that perspective to the engagement. Our experience includes advising acquiring and target companies and their boards of directors and special committees, lenders, executives and investment bankers. We represent clients in connection with acquiring stock or assets of target companies whether through a private negotiation, auction process or tender offer, and we also regularly advise private equity and venture capital investors in the buying and selling of their portfolio companies. Our practice also includes representing numerous clients across various industries in their acquisition of distressed companies or assets of distressed companies. We provide services that cover all aspects of a transaction without losing sight of our clients’ big-picture goals. Whether we are leading the process, providing assistance to in-house professionals and staff, or serving as special US counsel, we excel at obtaining the results our clients seek in an efficient manner.

Beyond Borders. We represent clients worldwide in acquiring US companies and establishing US operations, as well as divesting themselves of existing US businesses and operations. We also advise our US clients on cross-border transactions. We recognize the complexities of globalization, and we pride ourselves in providing comprehensible cross-border advice bridging legal systems, customs, languages and terminology.

Our overall experience in mergers, acquisitions, divestitures and other strategic transactions, also includes industry-specific knowledge in sectors such as:

Banking, Insurance and Financial Services

  • Bank of America in the sale of its Special Fiduciary Services business to Evercore Partners.
  • QBE Insurance Group Limited in its acquisition of crop insurer NAU Country Insurance Co., for $565 million.
  • QBE Insurance Group Limited in its acquisition of ZC Sterling Corporation, a market leading underwriting agency specializing in forced-placed insurance, for an up-front payment of $575 million. 
  • Bank of America in the sale of its commercial insurance brokerage to Hilb, Rogal & Hobbs Company.
  • Metropolitan Life Insurance Company in its acquisition of health insurer Safeguard Health Enterprises, Inc.
  • IA American Life Insurance Company (IAA) in an all-cash acquisition of American-Amicable Holdings, Inc. (AAHI) and its subsidiaries structured as a merger of a subsidiary of IAA into AAHI.
  • QBE Insurance Group Limited in its acquisition of North Pointe Holdings Corporation, a specialty commercial and personal lines insurer.
  • QBE Insurance Group Limited in its acquisition of property and casualty insurer, Winterthur U.S. Holdings, Inc., and its General Casualty and Uniguard subsidiaries from AXA for $1.8 billion.
  • Bank of America in the sale of the commercial insurance brokerage assets of the former LaSalle Bank.
  • Fleet Financial Group, Inc. in its historic “in-market” and multinational merger with BankBoston Corporation and in the unprecedented divestiture of over $12 billion in each of deposits and assets.
  • Acquisition of the third largest discount broker in the United States.
  • Acquisition of an investment advisor with over $21 billion of assets under management.
  • Acquisition of a NYSE "specialist" firm.
  • Acquisition of lender with $10 billion in credit card receivables. 
  • Sale of a “top 5” mortgage lender.

Consumer and Commercial Products

  • Richelieu Foods, a leading manufacturer in the private label foods industry, in connection with various corporate matters, including its $38 million refinancing with PNC.
  • UTC Fire and Security, a leading provider of fire safety and security solutions, in its purchase of all of the equity interests of Detection Logic Fire Protection, Inc., a national company engaged in the engineering, installation and servicing of fire detection and protection systems for commercial businesses.
  • Brynwood Partners in the acquisition of Balance Bar Company from Kraft Food Global, Inc.
  • Axia Health Management, LLC and its private equity investors in Axia's five acquisitions and eventual sale to Healthways, Inc., a public company, for $450 million.
  • eDiets.com, a public company, in its acquisition of Nutrio.com, Inc. for $8.5 million.
  • BabyZone.com in connection with its sale to Kaboose, Inc., a public company, for $24,140,000 plus earnout payments of up to an additional $15 million.
  • A consortium of investors in the leveraged buyout of Marian Heath Greeting Cards, LLC and Renaissance Greeting Cards, Inc., both greeting card companies.

Gaming

  • GTECH Holdings Corporation, a leading gaming and technology services company, in connection with its acquisition by Lottomatica S.p.A., the market leader in the Italian gaming industry, whose shares are publicly traded on the Milan stock market (LTO). The consideration paid to GTECH shareholders was approximately $4.7 billion on a fully diluted basis, and the combined company has operations in over 50 countries worldwide.
  • US buyer in acquisition of controlling interest in German casino-equipment (e.g., slot machines and related software) manufacturer.
  • Buyer in acquisition of 100% interest in on-track, pari-mutual totalizator system provider.
  • Seller in sale of Lithuanian lottery gaming subsidiary and related operations, including preparation and negotiation of post-closing agreements (e.g., software license and support agreement and on-going gaming equipment supply agreement).
  • Seller in 100% divestiture of pari-mutual totalizator system and services provider.

Healthcare

  • PDR Network in its sale of NexCura, LLC. to The Oncology Portal, LLC., a subsidiary of US Oncology, Inc.
  • Aetna, Inc. in its $70 million acquisition of membership interest in Horizon Behavioral Services, LLC.
  • Nautic Partners in its recapitalization of Healthcare Payment Specialists, LLC, a provider of payment and reimbursement solutions to hospitals and other healthcare systems.
  • Thomson Reuters in its purchase of assets of ProSoft, Inc.
  • TYTEX Group in its sale of a medical textile plant to LSI Retail Graphics, LLC.

Life Sciences

  • Takeda Pharmaceutical Company Limited in its $8.8 billion tender offer for Millennium Pharmaceuticals, Inc. in the largest acquisition ever by a Japanese pharmaceutical company and the fourth largest foreign acquisition by a Japanese company.
  • Novartis BioVentures, Ltd in connection with the merger and acquisition of DOV Pharmaceuticals, Inc., by Euthymics BioScience, Inc. (a Novartis portfolio company).
  • Magellan Biosciences, in its acquisition of TREK Diagnostic Systems, a global provider of clinical-diagnostic products for infectious diseases.
  • CSL Limited of Australia in the sale of JRH Biosciences, its global sera and cell culture reagents business, to Sigma-Aldrich Corporation for $370 million.
  • MPM Capital, the world’s largest dedicated investor in life sciences, in the acquisition by Novartis AG of a majority stake in Idenix Pharmaceuticals for $255 million, plus contingent payments.
  • TriPath Imaging, a public company and maker of innovative solutions to improve the clinical management of cancer, in its acquisition by Becton, Dickinson and Company, a public company, for $351,000,000.

Manufacturing

  • UTC Fire and Security, a leading provider of fire safety and security solutions, in its purchase of all of the equity interests of Detection Logic Fire Protection, Inc., a national company engaged in the engineering, installation and servicing of fire detection and protection systems for commercial businesses.
  • G&T Conveyor Company, Inc., a national leader in the design, engineering, manufacture, installation, operation and maintenance of airline baggage handling systems, boarding bridges and ground service equipment, in its acquisition of American Steel Builders, Inc., a company engaged in the airline passenger boarding bridge business.
  • Paratus Capital in leveraged buyouts and dispositions of TruckPro, Inc., a supplier of heavy duty truck parts, OECO, LLC, a manufacturer of custom electromagnetic devices and power conversion products.
  • A leading manufacturer of dental products in connection with the simultaneous sale of two of its manufacturing divisions to two different competitors.
  • Tomsed Corp., a manufacturer of turnstiles, security access doors and portals and vehicle security barriers in connection with its acquisition of all of the outstanding stock of Intertex Barriers and Booths, Inc., a U.S. Department of Defense certified vehicular barrier manufacturing company, and in connection with its merger with Royal Boon Edam Group Holding BV, a Dutch company and world market leader in door systems and security access.

Media, Broadcasting and Publishing

  • The Gale Group Inc., a leading provider of e-research and educational publishing and a division of Cengage Learning, Inc., in its acquisition (via merger) of Highbeam Research Inc., a subscription online research service.
  • Thomson Reuters, a world leader in information products and services for businesses and professionals with corporate offices in Stamford, CT, in its acquisition of U.P.I. Government Group, LLC.
  • An established media company in its acquisition of the premier international provider of educational conferences focusing on the construction industry.
  • Alta Communications in leveraged buyouts of Yankee Group Research, Inc. and Babcox Publications, Inc., both business-to-business publishing companies.
  • American Community Newspapers, L.L.C., a national leader in the publication of community newspapers, in connection with the $85 million sale of substantially all of the assets of the company to Spire Capital Partners and
  • Wachovia Capital Partners, a start-up media company, in its debt-financed acquisition of substantially all of the assets of a media company focused on tourism.
  • Sunbeam Television Corp., owner and operator of WHDH-TV (Channel 7 Boston) in its acquisition of WLVI-TV (Channel 56 Boston) from the Tribune Company.

Technology

  • Core Optics Inc., a designer of digital signal processing (DSP) telecommunications solutions for high-speed optical networking applications in its sale to Cisco Systems.
  • United Technologies Corporation in the sale of alarm security accounts to ADT Security Services, Inc.
  • Parametric Technology Corporation, a public company and leading provider of product lifecycle management software solutions, in a series of its acquisitions, including the $190 million acquisition of Arbortext, Inc., a leader in the emerging dynamic enterprise publishing market.
  • Helix Technology Corporation in its agreement to merge with Brooks Automation, Inc. in a $454 million stock swap, creating a leading provider of integrated subsystem solutions to the semiconductor capital equipment industry.

Telecommunications

  • ABRY Partners, LLC in its acquisition, split up and delisting of RCN Corporation.
  • American Tower Corporation in numerous acquisitions.
  • Atlantic Tele-Network, Inc. in the acquisition of wireless assets, including wireless spectrum licenses and network assets, serving over 800,000 subscribers from Verizon Wireless for $200 million cash.
  • A subsidiary of a publicly traded wireless telecommunications provider, in its $95 million reverse triangular merger with a complimentary wireless telecommunications company.
  • Cavalier Telephone and TV, a facilities-based, full-service local telephone company offering the latest in advanced telecommunications products, in its acquisition by merger of Talk America Holdings, Inc., a public company, for $251 million.