Cross-Border, Stock Swap Merger of Alternative Energy Providers
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.
Canadian Acquisition of Chemical Distribution Business
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.
Sale of Oil and Gas Services Company
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.
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.
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.
Recapitalization and Related Negotiations for a UK Tech Company
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.
Acquisition of Polyolefin Films Plant and Related Business Assets from Public Company
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.
took ownership of the plant in early 2015 with plans to double its employment.
Acquisition of U.S.-Based IT Services Provider by Indian Software Firm
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.
Acquisition of U.S. Generics Company by Indian Pharmaceutical Manufacturer
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
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.
Indian Pharmaceutical Manufacturer Acquires Florida Plant
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.
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.