Providing our clients with comprehensive counseling.
At Foley Hoag, we represent acquirers and target companies in a broad range of industries. Our focus is providing our clients with comprehensive counseling for negotiated transactions, both large and small. We assist our clients with a variety of transactions, including:
- Purchases and sales of public and private corporations
- Asset sales
- Divisional and product-line acquisitions and divestitures
- Management buyouts
- Corporate restructurings
- Leveraged acquisitions and related acquisition financings
As a full-service law firm, we are able to assist you in all aspects of an acquisition. Our mergers and acquisitions lawyers frequently work with members of our intellectual property, tax and ERISA, labor and employment, environmental, immigration and litigation departments to further the goals of our clients.
We have counseled clients involved in acquisitions on the following matters:
- Negotiating employment and non-competition agreements for key employees
- Dealing with the Securities and Exchange Commission and other governmental authorities
- Obtaining necessary regulatory approvals, including Hart-Scott-Rodino clearance
- Disposing of ERISA, welfare and pension-benefit plans
- Applying for and obtaining visa authorizations for non-U.S. citizens
- Negotiating collective bargaining agreements
- Developing responses to activist shareholders and hostile would-be acquirers, including the adoption of appropriate defensive measures
- Entering into engagement agreements with investment banking firms
- Analyzing patent portfolios
- Working closely with accountants to structure transactions to obtain the desired accounting treatment
- Evaluating environmental risks and structuring appropriate indemnities
Representative Experience
- Represented the Special Committee of the Board of Directors of Concerto Software, Inc., a designer of call-center software, in Concerto's going-private transaction and its $145.4 million merger with Melita International Ltd. Given a potential for conflict of interest among management and certain board members, who were continuing their interest in the surviving entity, Concerto established this special committee to negotiate on its behalf. The special committee negotiated a $12-per-share price, providing stockholders with a substantial premium to the price of Concerto's stock prior to the merger's announcement.
- Acted as counsel to Progress Software Corporation, a leading supplier of business-application management software, in its $88 million acquisition of DataDirect Technologies Limited, a privately held company and provider of technology connecting databases and software. The acquisition enables Progress to widen its customer base to deliver the company's technologies to businesses worldwide.
- Advised CACI International Inc. in its negotiation of an agreement to purchase American Management System, Incorporated’s Defense and Intelligence Group for $415 million. The agreement’s signing occurred in tandem with CGI Group Inc.’s announcement of a tender offer for all of the outstanding shares of AMS for $19.40. With this acquisition, CACI became one of the largest information-technology service providers serving the Department of Defense, intelligence and homeland security markets.
- Represented Project Software & Development, Inc., a provider of business-to-business e-commerce and enterprise-asset maintenance software, in its strategic acquisition of Intermat, Inc., a provider of maintenance, repair and operations content-management tools and cataloging services. The acquisition enabled PSDI to expand its content-service offerings.
- Assisted Campbell Bewley, Inc., the U.S. holding company of Campbell Bewley Ltd. of Ireland and owner of Rebecca's cafes, in its acquisition of Cucina Holdings, Inc. and its wholly owned subsidiaries, Java City, Inc. and Carvali Coffees, Inc. This acquisition significantly expanded Campbell Bewley's U.S. operations in the retail-coffee and corporate-catering areas.
- Represented PRI Automation, Inc., a manufacturer of semi-conductor production equipment, in its acquisition of Promis Systems Corporation Ltd. of Canada, a provider of software solutions for semi-conductor and precision electronics manufacturing. The acquisition allowed PRI to offer a more integrated and optimized solution for manufacturing environments to its customers.
- Provided counsel to Allaire Corporation, a developer of software products to enable Web applications and e-business solutions, in numerous acquisitions of technologies to enhance its product line, including the acquisition of Bright Tiger Technologies, Live Software, and several asset purchase transactions.
- Assisted Designs, Inc., a public company retailer, in the acquisition of 25 outlet-clothing stores from a subsidiary of Levi Strauss & Co. The transaction was financed by a $50 million credit facility. In this transaction, Designs acquired both inventory and fixed-assets associated with the 25 acquired Docker's and Levi's stores, in addition to assuming the store leases.
- Represented SolidWorks Corporation, a developer of CAD/CAM software, in connection with its sale to Dassault Systemes S.A., a French company, for approximately $320 million of Dassault’s stock. The shares received by SolidWorks stockholders are traded on both the French Bourse and Nasdaq.
- Advised Transition Systems, Inc., a developer of large data-processing and information-management systems for major medical institutions, in its sale to Eclipsys Corporation. Eclipsys is a Nasdaq-traded software solutions provider for the healthcare industry. The sale was a stock-for-stock merger transaction valued at approximately $270 million.
- Represented Powersoft Corporation in its sale to Sybase, Inc. Valued at nearly $1 billion, Powersoft had a sale price that was, at the time, the highest price ever paid for a software company.
- Assisted Northeast Energy Services, Inc., a major energy service company, in its sale to Equitable Resources, Inc., a public gas utility headquartered in Pittsburgh, Pennsylvania. The sale was for approximately $80 million of cash and stock.
- Served as counsel to Internet Securities, Inc., a company that provides financial information through a Web-based subscription service, in the sale of a majority interest to Euromoney Publications PLC, a U.K. publishing company traded on the London Exchange.
- Represented the RII Chile Limited Fund and its manager, UBS Brinson, in the acquisition of a 49% interest in certain forestry land and a paper mill in South America. We subsequently represented the fund and its manager in its divestiture of its interest in the paper mill and its acquisition of the remaining 51% interest in the forestry land.
