In December 2011, the attorneys at Kegler Brown represented a leading alternative energy provider based in the United States in its cross-border, stock swap merger with a complementary alternative energy provider based in Europe.
Kegler Brown advised an Ontario-based coating technology business in its acquisition of a U.S.-based specialty chemical distribution company focused on paints, coating, adhesives and inks.
The team at Kegler Brown assisted PowerSecure International, Inc. in its stock sale of Southern Flow Companies, Inc., an oil and gas services company, to Zedi Inc., a Canadian energy company. PowerSecure International, Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers. The transaction was completed in January 2011.
In May 2014, the lawyers at Kegler Brown represented RobotWorx in the sale of substantially all of its assets to Scott Technology Limited. RobotWorx is a leading integrator of new and used robotic systems and an authorized integrator of FANUC, Motoman, Kuka and ABB robotic systems. Scott Technology Limited, a publicly traded company in New Zealand, is an automated production systems maker that specializes in the design and manufacture of automated production systems for mining, meat and superconductor industries.
Our lawyers advised Valfilm North America, Inc., a business unit of a large Brazilian packaging company, on its acquisition of The Dow Chemical Company’s Findlay, Ohio, polyolefin films plant. The transaction included elements related not only to the physical real estate assets, but also to certain intellectual property, strategic corporate tax planning, environmental implications and state tax incentives. The highly publicized transaction, was covered by The Wall Street Journal, Plastics News, and Yahoo Finance. Valfilm North America, Inc. is a part of the VALGROUP Packaging Solutions family of companies, which specializes in developing, manufacturing and marketing flexible packaging in polyethylene. The Dow Chemical Company (NYSE: DOW) is one of the world’s largest producers of chemical products.
We advised a UK-based technology company in the renewables space with significant U.S. operations in a series of transactions to recapitalize its debt and equity structure in the second quarter of 2017 and the first quarter of 2018, helping them manage through a cash shortage until their promising technology could start to produce a profit.
This was accomplished through re-negotiating several million dollars in secured venture debt to extend payment terms and to provide that one-half of the debt will automatically convert to equity upon certain conditions. Another important aspect was re-negotiating several million dollars in additional secured debt owed to building contractors to provide for extended repayment and to exchange the majority of the outstanding debt for warrants to acquire equity in the company. We also assisted in negotiating a new multi-million dollar senior secured credit facility with venture lenders.
Through the end of 2014 into early 2015, we advised Brazil-based packaging manufacturer Valfilm on all aspects of a multi-million dollar acquisition of a polyolefin films plant in Findlay, Ohio, as well as related business assets, from The Dow Chemical Company. This included providing guidance on transaction and organizational structures, tax credits, intellectual property matters, real estate issues and environmental compliance. We also assisted with risk management and transition and post-closing operations.
Valfilm took ownership of the plant in early 2015 with plans to double its employment.
Kegler Brown Hill + Ritter recently served as buy-side counsel for Sonata Software, a leading global IT software services and solutions provider based in India, in its acquisition of U.S.-based Sopris Systems, a Microsoft Dynamics 365 Field Services partner.
Throughout this acquisition, our team provided guidance and due diligence to Sonata on issues including but not limited to tax, equity structuring, intellectual property, and employment and labor.
The acquisition will strengthen Sonata’s U.S. Dynamics footprint and expand the Dynamics 365 capabilities making Sonata one of the strongest and largest Dynamics 365 partners globally with depth of services and breadth of industries and IP.
Kegler Brown Hill + Ritter served as buy-side counsel for India-based Strides Pharma, Inc., in its acquisition of U.S.-based generics company Vensun Pharmaceuticals, Inc., represented by Goodwin Procter LLP.
Strides benefits from Vensun’s strategic focus on niche ANDAs, and its portfolio of 16 commercialized ANDAs, four of which are partnered with Strides and constitute a significant part of Vensun’s current revenues of $~17 million.
Vensun’s portfolio also comprises an additional 13 filed ANDAs, which includes Strides Competitive Generic Therapy (CGT) designated product with a $400 million market opportunity. The company also has a development pipeline with two other partners for ten products.
Kegler Brown Hill + Ritter assisted India-based Strides Pharma, Inc., in the acquisition of an FDA- approved manufacturing facility in Florida.
Located in Riviera Beach, Florida, it is the only FDA-approved facility in the U.S. to have integrated manufacturing-packaging capabilities for soft gel capsules.
Strides acquired the manufacturing facility under an asset purchase agreement with Micelle Biopharma, Inc. for a consideration of $0.5 million and will invest up to $10 million to build incremental capabilities and add additional dosage formats. With the addition of the Florida site, Strides now has eight formulation sites globally catering to the regulated and emerging markets.