Sills Cummis & Gross P.C.

Sills Cummis & Gross has developed a unique legal niche in its handling of cross-border transactions. The group is multi-disciplinary and has been counseling foreign companies from Italy to Japan for over three decades. Our experience has made us the "go-to" law firm for foreign companies doing business in the U.S., handling their inbound transactional work. Our attorneys focus on understanding the cultural variables and recognizing the regulatory nuances from country to country. As a result, we are able to become integral team players with our international clientele.

The group handles mergers and acquisitions, intellectual property, C-Suite employment and labor issues, corporate governance and compliance, antitrust, real estate, tax and litigation. Our team has handled numerous complex deals, i.e. the acquisition of a Swedish medical device company pursuant to a managed sale auction while simultaneously selling another medical device division of our client in order to obtain U.S. antitrust clearance. We have also served as general counsel for one of our clients in their New York office handling their day-to-day legal issues.

Our client roster covers a diverse group of industries ranging from pharmaceuticals, to electronics manufacturers, to high-end designer apparel.

Representative Matters

• We represented a global leader in the immunodiagnostics market and an international player in the in vitro diagnostics market in the acquisition of a product line for the diagnosis of HIV, HCV and HBV infections from Abbott Diagnostics. Abbott was represented by Baker & McKenzie.
• We represented the Special Independent Committee of the Board of Directors of a New York Stock Exchange-listed pharmaceutical company in considering the company’s strategic alternatives which resulted in a merger agreement valued at U.S. $346 million with Nycomed, headquartered in Zurich, Switzerland. Deutsche Bank Securities Inc. acted as advisor to our client. Nycomed was represented by Dorsey & Whitney and Morgan Stanley was the financial advisor.
• We represented an international engines and transportation manufacturing unit of a European-based automobile manufacturer in the acquisition of Chrysler’s Tritec Motors plant for $150 million including R&D costs. Chrysler was represented by Schulte Roth & Zabel.
• We advised a major international conglomerate and several of its holdings, headquartered in Italy, in numerous transactions:
  • A $116 million acquisition of Carbomedics, a manufacturer of mechanical and biological heart valves, from Zurich-based Centerpulse (NYSE:CEP).
  • The acquisition of COBE CV, an international cardiovascular device business for $267 million from Gambro AB, a Swedish medical device company pursuant to a managed sale auction; we simultaneously sold the Heart Lung Machine Division to Baxter to obtain U.S. antitrust clearance.
  • The purchase of the Shiley Cardiovascular Division, with operations in 17 countries, from Pfizer Inc. for $280 million.
  • The sale of its diagnostic business to American Standard for $250 million including a 51% interest in INCSTAR, a Nasdaq-listed company.
• We have advised a large German conglomerate, on an ongoing basis, on corporate governance and compliance issues and on potential acquisitions, joint ventures and joint marketing on such expansion projects and on a more than $1 billion cross-border managed auction process to purchase additional product lines.
• We represented an Italian specialty chemical public company in the formation of a Canadian specialty chemical joint venture introducing a new technology into the North American pulp and paper industry.
• We represented a Nasdaq-listed life sciences company in its strategic alliance with a New York Stock Exchange-listed international pharmaceutical company. The strategic alliance involved the creation of a joint venture company with technology licenses by each joint venture party and a significant investment in our client by the New York Stock Exchange-listed international pharmaceutical company.
• We represented a chemical company in its sale of a New Jersey chemical plant to a Canadian conglomerate.
• We represented a New York Stock Exchange-listed plastics company in its purchase of a polyvinyl chloride plant in Burlington, New Jersey. The seller was Occidental Petroleum. Subsequently, we sold the plant to a Japanese company in connection with a re-positioning within the industry.

Creating and maintaining a diverse workplace is of paramount importance to Sills Cummis & Gross. The Firm has always been an advocate of minority hiring practices and is involved in a number of minority hiring, retention and diversity initiatives. The Firm’s Diversity Committee and Women’s Group focus on initiatives to enhance the culture of Sills Cummis & Gross and the quality of service to the Firm’s clients. Sills Cummis & Gross also encourages its attorneys to actively participate in minority bar associations and local and national women’s groups. 

The Sills Cummis & Gross Diversity Committee provides an avenue to continue to promote diversity within the Firm as well as within the legal community at large. The Committee hosts events aimed at increasing the dialog on diversity and providing insights and advice from experienced diverse attorneys. The Committee also provides a mentor to each diverse attorney entering the Firm, in addition to the Firm’s other mentoring programs. The Firm’s minority hiring, retention and diversity initiatives include participation in the New Jersey Law Firm Group, the Rutgers Law School Minority Student Program, and the New Jersey Law and Education Empowerment Project. 

The Sills Cummis & Gross Women’s Group is dedicated to promoting the professional and personal growth of women attorneys. Recognizing that women face unique challenges, the Women’s Group provides a forum for meaningful discussion and learning. The Group seeks to provide mentoring for our women attorneys, positioning them to lead us into the future at our Firm and in our communities. The Group sponsors both internal programs as well as programs which includes attorneys from outside the Firm. The Firm is a supporter of the National Association of Women Lawyers and the New Jersey Women Lawyers Association.