Epstein Becker Green's Mergers, Acquisitions & Divestitures Group assists clients through every stage of a transaction involving buying, selling, and combining publicly or privately owned businesses—from evaluating objectives at the outset of a potential merger, acquisition, or divestiture, through due diligence, negotiations, closing, and post-closing—always proactively looking for new opportunities, advantages, and potential pitfalls that must be properly managed. Our clients benefit from our diverse and extensive transactional and industry experience, particularly in such highly regulated industries as health care and life sciences and financial services.
We represent all types of participants involved in mergers, stock and asset acquisitions and divestitures, spin-offs, joint ventures and strategic alliances, public offerings, strategic partnerships, recapitalizations, reorganizations, and restructurings. These participants include, but are not limited to:
- Banks and other financial institutions advancing funds for acquisitions or restructurings
- Brokers, investment bankers, and other M&A intermediaries
- Corporations contemplating one or more strategic acquisitions or divestitures
- Equity investors seeking to take a position in private or public companies
- Insurance companies, pension funds, and other mezzanine lenders
- Management groups desiring to acquire a particular company or division, with or without outside equity
- Professional investor groups and individual investors that buy and sell companies as principals
Members of our Mergers, Acquisitions & Divestitures Group work with attorneys in other Epstein Becker Green practice groups (antitrust, capital markets, corporate governance, employee benefits, environmental, intellectual property, labor and employment, real estate, and tax, among others) to provide clients with seamless, effective, and cost-efficient services that address all the legal issues affecting mergers, acquisitions, or divestitures. When needed, we also provide dispute resolution and litigation services.
- Represented Apax Partners LLP, a private equity firm, as health care regulatory counsel in an acquisition of Kinetic Concepts Inc.; the deal was valued at more than $5 billion
- Assisted Dainippon Sumitomo Pharma Co., Ltd., in conducting health regulatory due diligence and negotiating a purchase agreement to be used in connection with the client's acquisition of Sepracor, a publicly traded international pharmaceutical manufacturer; the purchase was valued at approximately $2.6 billion
- Served as counsel in a divestiture transaction for Intergis, LLC, a fleet management consulting and GPS tracking provider that sold substantially all of its assets to Telogis, Inc., a Delaware corporation located in Alisa Viejo, California; the purchase price remains confidential
- Assisted client Reed Elsevier in acquiring for its Variety Group (consisting of Daily Variety, Daily Variety Gotham, Weekly Variety, and Variety.com) the entertainment research and data-tracking firm TVTracker; the purchase price was not disclosed
- Closed the sale of client Moses Taylor Health Care System, a hospital system based in Scranton, Pennsylvania, to Community Health Systems, Inc. ("CHS"), one of the nation's largest for-profit hospital systems; CHS agreed to pay the sale price of $152 million and commit to, among other things, invest at least $60 million in Moses Taylor's operations
- Represented Apria Healthcare, Inc., a home medical equipment supplier, in a $26 million transaction to acquire the assets of Praxair Inc., a home medical equipment supplier and medical/industrial gas company
- Represented eHealth Partners, LLC, in its acquisition of certain technology/IP and other assets from a fast-growing health care information technology services company in California focused on serving payers nationwide; the purchase price was not disclosed
- Successfully closed the sale of clients Dominion Dental USA, Inc., and its subsidiaries, which operate dental managed care companies, to a leading health insurer in Central Pennsylvania and the Lehigh Valley; the transaction was valued at $10 million
- Assisted client Radius Ventures, Inc., in finalizing a $3 million investment in preferred stock and warrants in Management Health Solutions, Inc.
- Acted as transaction counsel in the successful closing of the affiliation of Howard Regional Health System, a county hospital system based in Kokomo, Indiana, with client Community Health Network, Inc., one of Indiana's largest health care systems