Case Studies

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. 

Advising Ohio Manufacturer Through Formation of ESOP

Kegler Brown served as counsel to The Peerless Saw Company in connection with its founders’ 2016 sale of 100% of the stock of the company to a newly created Employee Stock Ownership Plan sponsored by the company. Kegler Brown advised the manufacturer and its founders on all aspects of the transaction, including negotiating the stock purchase agreement, hiring an independent ESOP trustee, forming the ESOP, and structuring the terms of the sale and related ESOP terms.

Acquisition of a Tennessee-Based Collections Agency

In February 2016, Kegler Brown represented a diversified financial services and management consulting firm throughout the entirety of its acquisition of 100% of the stock of a Tennessee-based company that provides collection services and accounts receivable management.

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.

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.

Sale of International Oil Field Service Company

Kegler Brown acted as counsel in the sale by an international oil field service company (“OilCo”) of substantially all of its assets to a Boston private equity firm. In cooperation with the investment banking firm retained by OilCo, we negotiated a $25 million sale price plus a favorable retention agreement for the employees of OilCo. The transaction included the termination of the ESOP sponsored by OilCo.

Strategic Acquisition of New York Advertising Agency

Kegler Brown represented Resource Ventures, Ltd. (d/b/a Resource) in the acquisition of Ammirati, a New York-based advertising agency. Resource is a digital marketing agency based in Columbus, Ohio. Ammirati, which was founded in 2002, most recently worked with Jerry Seinfeld on the web series "Comedians In Cars Getting Coffee," and launched a new ad campaign for beer client Labatt during the Super Bowl. In addition, the firm works with Coca-Cola (Fuze, Vitaminwater, Gold Peak Tea), Seagram's, Nintendo, Pirate's Booty, Remy Cointreau, Schwinn and Sweet'N Low. The details of the transaction were not disclosed.