Sale of The Laserflex Corporation to Chicago-Based Joseph T. Ryerson & Son, Inc.
Kegler Brown’s Mergers +
Acquisitions team advised The Laserflex Corporation and its shareholders on all
aspects of the sale of the company to Joseph T. Ryerson & Son, Inc., which
closed in early 2017. Laserflex, a privately owned, full-service precision
metal fabricator specializing in laser material processing technology, relied
on Kegler Brown to negotiate the definitive share purchase agreement, as well
as all ancillary agreements, including employment agreements and agreements
among the selling shareholders. Kegler Brown’s lawyers advised on all additional
aspects of the transaction, including tax matters, ERISA matters, labor and
employment matters and environmental matters.
Representation of Technology Accelerator in Seed Investments
The intellectual property lawyers at Kegler Brown serve as investor-side deal counsel for a Columbus-based technology incubator and accelerator on its ongoing seed investments in IP-heavy start-up companies, including a special focus on IP diligence.
Purchase of Agricultural Business Line by Family-Owned Company
In May 2015, the lawyers at Kegler Brown represented Remlinger Manufacturing Company in its purchase of Sukup Manufacturing Co.’s implement line business, including grain drills, row crop cultivators, shredders, rotary cutters, food plot planters, seeders, grain carts and rippers. Remlinger Manufacturing is a leading manufacturer of agricultural equipment and implements. Sukup Manufacturing is a major manufacturer of grain storage and dryers. The transaction was widely reported in the agricultural press, including Agri-Marketing.
Industrial Plant Acquisition by Brazilian Manufacturer from Dow Chemical Co.
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.
Acquisition of Data Center Business Expands NC Energy Company
In late 2014, The M+A attorneys at Kegler Brown counseled
PowerSecure International Inc. in its $13 million purchase of a data center and
energy services business from Florida-based Power Design, Inc. (PDI). A leading
provider of energy technologies and services to electric utilities and their
customers, PowerSecure expanded its electrical infrastructure and data center
capabilities and also its ability to accelerate communication with key data
center decision makers through this acquisition. Our award-winning mergers and
acquisitions team advised PowerSecure throughout each step of the purchase,
which advances the company's aggressive growth strategy.
Asset Purchase for Employee-Owned Building Product Supplier
2014, the lawyers at Kegler Brown represented Palmer-Donavin in the purchase of
substantially all of the assets of J.B. O’Meara Co. Palmer-Donavin and its Seal
Rite business line are among the nation’s leaders in the sale and distribution
of residential building supplies and authorized distributors of Therma-Tru
Doors. J.B. O’Meara Co. supplies building materials and is an authorized
Therma-Tru distributor in the states of Minnesota, North Dakota, South Dakota,
Iowa, Wisconsin and Illinois. Financial terms were not disclosed.
Representation of Innovative Partnership to Commercialize Unique Technology Platform
June 2014, the lawyers at Kegler Brown represented inVentiv Health, Inc. in its
exclusive multi-year sales and marketing partnership with Aprecia
Pharmaceuticals. The partnership involves inVentiv providing key
commercialization services in the development and commercialization of
Aprecia’s proprietary ZipDose® product platform. inVentiv Health is a top-tier professional services organization that
accelerates the clinical and commercial success of biopharmaceutical companies
worldwide. Aprecia Pharmaceuticals is a specialty pharmaceutical
company with a particular focus on using 3D-printing technology.
Read more about this unique partnership.
Cross-Border Asset Sale in the Robotics Industry
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.
$37.6M Community Bank Cash-and-Stock Merger
Our lawyers advised Ohio Heritage Bancorp on its cash-and-stock merger with Peoples Bancorp Inc. for total consideration of approximately $37.6 million. Ohio Heritage Bank operates six full-service banking locations in Ohio. Peoples Bancorp is a NASDAQ-traded company, which operates out of 49 locations in Ohio, West Virginia and Kentucky through its Peoples Bank subsidiary. The transaction was announced on April 4, 2014, and was completed in the third quarter of 2014.
Sale of Interests in Ohio’s Leading Interconnect Point / Data Centers
In January 2014, our firm represented DataCenter.bz, LLC (and its affiliated companies) in the sale of all of the membership interests in the companies to Cologix, Inc. DataCenter.bz operates an interconnect hub and two enterprise-grade, network neutral data centers (designed to highly-secure Tier IV standards) and is a leading interconnect point in Ohio. Cologix is a leading network neutral interconnection and data center company headquartered in Denver, Colorado, and operates network neutral data centers in Columbus, Dallas, Jacksonville, Minneapolis, Montreal, Toronto and Vancouver.
Growth Equity Investment in Fast-Casual Restaurant Business
Kegler Brown represented PIADA Italian Street Food, an authentic fast-casual Italian eatery based in Columbus, Ohio, with restaurants in Ohio and Indiana, in connection with a significant growth equity investment made by Catterton Partners, the leading consumer-focused private equity firm. Terms of the September 2013 transaction were not disclosed. At the time of the investment, PIADA had 14 locations across the Midwest, with 6 planned to open by the end of 2013. In 2013, PIADA was named one of Nation’s Restaurant News’ five “Hot Concepts” as well as one of Nation’s Restaurant news’ top 50 breakout trends.
Sale of Major Business Application Software Company
Kegler Brown represented the controlling shareholder of TDCI, Inc. in its sale of TDCI to Infor (US), Inc. TDCI, headquartered in Columbus, Ohio, provides leading software product configuration management solutions to manufacturers and distributors of customizable products and services. Infor is a leading provider of business application software that serves more than 70,000 customers in 194 countries. Financial terms of the May 2013 transaction were not disclosed.
Asset Acquisition of Dry Cleaning Industry Supplier in Atlantic Northeast
Kegler Brown’s transactional practice closed a strategic growth acquisition on behalf of a leading supplier to the dry cleaning and laundry industry with headquarters in the Midwest. Kegler Brown represented Aristocraft of America LLC (dba AristoCraft) and its affiliates in connection with this strategic growth acquisition, which AristoCraft expects will help it to increase its market share in the Atlantic Northeast region. Financial terms of the May 2013 transaction were not disclosed. AristoCraft, together with the EJ Thomas Company (its sister company headquartered in Columbus, Ohio, which serves the Midwest market), is one of the leading distributors of laundry and dry cleaning supplies in the United States.
Merger of Leading Energy Providers
PowerSecure International, Inc. (NYSE:POWR), a leading provider of energy technologies and services to electric utilities and their customers, acquired Solais Lighting, Inc., an innovative Massachusetts-based LED lighting business. Our attorneys represented PowerSecure and completed the merger in April 2013. Financial terms of the transaction were not disclosed.
Majority Interest Sale Between Large Wholesale Distributors
Kegler Brown facilitated a majority interest sale between two large wholesale heating, cooling, ventilation, plumbing and water treatment distributors. In February 2013, our team represented Carr Supply, Inc. and its shareholders in connection with the sale of a majority interest of Carr Supply to WinWholesale Inc. Founded in 1917, Carr Supply is a leading wholesaler with 15 locations throughout Ohio and Michigan. WinWholesale is the majority owner of more than 450 wholesale corporations, including Noland Company. Financial terms of the transaction were not disclosed.
Asset Purchase of Energy Company
The transactional practice team at Kegler Brown represented PowerSecure International, Inc. (NYSE:POWR) in a February 2013 asset purchase of the energy services business of Lime Energy Co., a publicly traded company in the energy industry. PowerSecure is a provider of energy technologies and services to electric utilities and their customers.
Stock Redeemed for Midwest Nursing Home Shareholders
Kegler Brown represented the shareholders of a health care company that owns and operates nursing homes, rehabilitation communities and assisted living facilities throughout Ohio and Pennsylvania, in connection with a strategic redemption transaction. Financial terms of the December 2012 transaction were not disclosed
Asset Sale of Major National Marketing Agency
Our attorneys assisted Retail Marketing Services East, Inc. (RMSe) in a major asset sale to BDS Marketing, Inc. in December 2012. RMSe is a leading retail installation design and construction provider for large retailers throughout the United States. BDS Marketing is a major national marketing agency for clients in retail industries. Financial terms of the transaction were not disclosed.
Early-Stage Medical Technology Acquisition
Kegler Brown represented a publicly traded global medical technology company in its acquisition of an early-stage medical technology business in July 2012.
Business to Consumer E-Commerce Acquisition
Kegler Brown represented a strategic operating company in connection with its acquisition of a B2C e-commerce platform acquisition from a private equity firm. The acquisition was completed in July 2012.
Sale of Energy Efficiency Business to Global Steel Manufacturer
Kegler Brown represented a leading energy efficiency solutions provider in its sale to a global steel manufacturer. Terms of the March 2012 transaction were not disclosed.
Asset Purchase of Ohio Tractor Distributor
JD Equipment Inc., one of the largest John Deere dealers in the Midwest, was represented by the lawyers at Kegler Brown in connection with its acquisition of substantially all the assets of Finton Equipment, LLC. Finton Equipment focuses on the sales and service of John Deere products in Coshocton, Ohio. The asset purchase was completed in March 2012.
Leveraged Debt and Equity Recapitalization
In August 2011, the attorneys at Kegler Brown represented a leading digital marketing agency in its sale of a minority equity interest to a Boston-based private equity firm and a related, leveraged debt recapitalization.
Sale of Emergency Response Equipment Supplier
Kegler Brown represented the owner of White Life Safety Systems, a supplier of industrial and commercial emergency response and detection equipment, in the sale of the majority of its assets to a strategic buyer, PDS Systems LLC, in June 2011.
Acquisition of Assets and IP of Software-as-a-Service Provider
The team at Kegler Brown represented a leading global provider of clinical, commercial and consulting services to pharmaceutical, biotech and life sciences companies in its acquisition of the assets and intellectual property of a provider of software-as-a-service to companies deploying mobile web applications. The transaction was completed in June 2011.
Corporate Divestiture of Health Care Business Unit
In March 2011, Kegler Brown represented a publicly traded, global medical technology company in its sale of an instrument management and repair business to a private equity fund. Financial terms of the agreement were not disclosed.
Asset Sale of Two Ohio Medical Practices
Kegler Brown counseled a majority shareholder in the asset sale of two Columbus, Ohio, Neurological Sleep Centers and medical practices. The transaction was completed in February 2011. Financial terms of the deal were not disclosed.
Acquisition of Farm Machinery Business
In 2010, our attorneys represented a leading manufacturing company in its acquisition of a farm machinery business. Financial terms were not disclosed.
Divestiture of Medical Products Business Unit for Public Company
The transactional practice at Kegler Brown represented a publicly traded, global medical technology company its corporate divestiture of one of its business units to a strategic buyer. Financial terms of the November 2010 transaction were not disclosed.
Strategic Growth Acquisition for Graphic Design Company
In November 2010, Kegler Brown represented an Ohio-based graphic design company in its strategic growth acquisition of a North Carolina-based provider of pre-press services, data management services, website design and development services, and color and retouching services, in connection with furniture sales.