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Mergers & Acquisitions


Moving at the speed of business, Kaye Scholer’s M&A attorneys provide the needed expertise and energy to get deals done—and get them done right. Across a wide variety of industries, we provide sophisticated, senior-level guidance to publicly traded companies, private equity firms and portfolio companies on major domestic and international acquisitions, divestures and recapitalizations, buyouts and financings. Our knowledge and negotiation of deal terms benefit clients at all stages of their lifecycle, and our commercial approach assures that key transactions support business-critical strategy.

Emanuel S. Cherney
Co-Chair, Corporate Department
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Stephen C. Koval
Co-Chair, Corporate Department
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All lawyers in this practice

In the Market

The Numbers: Our Accomplishments

  • 140+ Number of deals we’ve advised on in the last year
  • $1.5 billion Dollar value of our largest deal in the past year
  • 30/70 Ratio of public company to private equity transactions we’ve advised on this past year
  • 3 New M&A partners in the last year

Capabilities: How We Do It

  • Deep experience in negotiating and closing full spectrum of domestic and cross-border business combinations, including: mergers; stock, asset and whole-business acquisitions and dispositions; leveraged buyouts; “going private transactions,” joint ventures, tender offers and proxy contests, and other transactions involving changes in corporate control
  • Market-ready information, including real-time database of deal terms and trends 
  • Local presence in key financial and technical markets, including New York, Frankfurt, London, Silicon Valley and Shanghai
  • Industry-specific knowledge, including life sciences, technology, media, energy, aerospace and defense, consumer products manufacturing and services
  • Multidisciplinary approach utilizing the talents of experienced lawyers in disciplines related to the transaction
  • Activaero GmbH (shareholders; a private German pharmaceutical company providing novel solutions for severe respiratory diseases): €130 million sale of all Activaero shares to Vectura Group plc. (March 2014)
  • Alcon(the global leader in eye care and the second largest division of Novartis Group): Acquisition of WaveTec Vision, a privately-held company that developed the ORA System, the first commercialized intra-operative guidance system for cataract surgeons implanting intraocular lenses. (October 2014)
  • American Securities: Numerous transactions over the years, including most recently:
    • Acquisition of Learning Care Group (US) Inc., a provider of early education and child care services, from Morgan Stanley Global Private Equity. (May 2014)
    • Acquisition of SeaStar Solutions in partnership with its management team from an affiliate of H.I.G. Capital, LLC. SeaStar is the leading manufacturer of precision-engineered vessel control systems and other specialized applications in marine and industrial-end markets. In connection with the acquisition, Kaye Scholer also advised American Securities/SeaStar Solutions on the acquisition and working capital credit facilities consisting of a $210 million term loan and a $25 million revolving credit facility. (January 2014)
    • Acquisition of Frontier Spinning Mills Holding Corp., a leading producer of cotton yarn for the knitting and weaving industries, from an affiliate of Sun Capital Partners, Inc. (December 2013)
    • Acquisitions by its portfolio company Fairmount Minerals of Great Plains Sand; the self-suspending proppant technology from Soane Energy; and nearly all of FTSI’s sandmining operations, resin-coating plants and distribution terminals. (June-September 2013)
  • AR Broadcasting: Sale of substantially all of its assets relating to its four radio stations, in four transactions, to purchasers Educational Media Foundation, Gow Communications and affiliates of Cumulus Media. (October 2012-January 2013)
  • Arlington Capital Partners: Sale of PlattForm Advertising, a leading provider of comprehensive marketing and enrollment-management services to colleges and universities, to Sterling Partners. (January 2013)  
  • Avión Tequila: Sale of a majority stake in the Avión Spirits LLC joint venture to Pernod Ricard USA. (July 2014)
  • BioTime, Inc.: Acquisition of stem cell assets from Geron Corporation, a biotechnology company. (October 2013)
  • Bregal Capital: In multiple transactions including:
    • Management buyout of Ideal Stelrad, a UK-based manufacturer of boilers and radiators, for approximately £230 million. (September 2013)
    • Sale of Mirror Controls International, the world’s leading manufacturer of rearview mirror glass actuators and mirror powerfold actuators for the automotive industry, to Dutch private equity firm Egeria for approximately $225 million. This transaction was named Buyouts Magazine’s 2012 European Deal of the Year. (July 2012)
  • Enpirion Inc. [a privately-held analog semiconductor company and the industry’s leading provider of high-efficiency, integrated power conversion products known as PowerSoCs (power system-on-chip)]: Sale to Altera Corporation. (May 2013)
  • Fremont Private Holdings and Pulse Equity Partners: Acquisition, in partnership with management, of In-Shape Health Clubs, a leading operator of health clubs with more than 60 locations in California. (January 2013)
  • Healthy Directions LLC (a direct-to-consumer retailer and US market leader in premium doctor-branded nutritional supplements and other health products, along with its equity holders, including longtime clients American Securities and ACI Capital): Sale of the company to Helen of Troy Limited for approximately $195 million. (June 2014)
  • J.W. Childs: In numerous transactions over the years, including most recently the sale of JA Holding, Inc., parent company of the American clothing brand Joseph Abboud, to Men’s Wearhouse for approximately $97.5 million in cash. (July 2013)
  • Moelis Capital Partners(as owners of portfolio company Dr. Fresh LLC, a leading designer and marketer of oral care products): Acquisition of REACH® brand toothbrushes from the Johnson & Johnson Healthcare Products Division of McNEIL-PPC, Inc. The sale included rights to the REACH® brand of toothbrushes in the US, its territories, the Caribbean and Canada. We also represented Moelis in its acquisition of Dr. Fresh in June 2012. (December 2012)
  • Novartis:
    • Acquisition of CoStim Pharmaceuticals Inc., a Cambridge, MA-based, privately held biotechnology company focused on harnessing the immune system to eliminate immune-blocking signals from cancer. (February 2014)
    • Agreement with Sideris Pharmaceuticals Inc., in which Novartis was granted an exclusive right to acquire Sideris and its lead asset, the iron-chelating candidate SP-420. Including upfront, acquisition and milestone payments, the agreement with Novartis could reach up to $300 million. (October 2013)
  • Onex Corp.: In numerous transactions over the years, including most recently:
    • Sale of The Warranty Group, Inc., a leading global provider of warranty solutions and related programs, to private equity firm TPG for an enterprise value of approximately $1.5 billion. (March 2014)
    • Sale of TMS International Corp., an operator of steel mills throughout the US, Canada and Europe, to The Pritzker Organization, LLC for approximately $1 billion. (August 2013)
    • Sale of its 50% interest in RSI Home Products, a leading US cabinetry manufacturer, to the company for $323 million. We also represented Onex in its original purchase of its interest for $318 million. (February 2013; October 2008)
    • Acquisition of USI Insurance Services LLC from a private fund managed by Goldman Sachs Group Inc. for $2.3 billion. (December 2012)
  • Pfizer:  Multiple transactions, including:
    • Acquisition of InnoPharma, Inc., a privately held pharmaceutical development company, for an upfront cash payment of $225 million, with up to $135 million of contingent milestone payments. (July 2014)
    • Acquisition of NextWave Pharmaceuticals, a specialty pharmaceutical company, for up to $700 million. (November 2012)
  • Pulse Equity Partners(in partnership with Pinebridge Investments LLC and management): Acquisition of Urgent Care of Connecticut, an operator of urgent care clinics with approximately 8 locations in Connecticut. (November 2013)
  • Sapheon Inc. (a US-based privately-held developer of venous disease treatments): Sale to Covidien plc, an Irish-headquartered global health care leader. (August 2014)
  • Skilled Healthcare Group Inc.: Definitive merger agreement with Genesis HealthCare, one of the nation's largest providers of post-acute care services, in a 100% stock transaction, which involved an innovative “Up-C’ structure. (August 2014)
  • The Cooper Spirits Company(maker of the world’s first artisanal elderflower liqueur St-Germain): Acquisition of the St-Germain brand by Bacardi, the world’s largest privately held spirits company. (January 2013)
  • Uni-World Capital LP: Multiple transactions, including:
    • Acquisition of Drake Manufacturing Services Co., a leading manufacturer of precision CNC machine tools. (October 2014)
    • Acquisition by its portfolio company VanDeMark Chemical Inc., together with institutional co-investors, of Framochem Kft from ISOCHEM S.A.S., a company belonging to Germany’s AURELIUS Group, and the related debt and equity financings in connection with the acquisition. (July 2014)
  • ValleyCrest Companies LLC (and its parent MSD Capital LP): Definitive merger agreement with The Brickman Group Ltd. LLC, a KKR portfolio company. (June 2014)