Mergers, Acquisitions and Joint Ventures
"They're terrific - they're very reliable and extremely responsive." "They have a deep understanding of our business." "I have found their work to be incredible."
Day Pitney's Mergers, Acquisitions and Joint Ventures team has served as counsel to targets, acquirers and investment banks in a variety of public and private company mergers, acquisitions, divestitures and strategic joint ventures, including three recent billion-dollar-plus deals. In recent months, we have handled a large number of significant transactions throughout the United States and abroad in the energy, retail, banking, defense, communications and technology sectors.
Day Pitney's transactional group also includes a team of lawyers who practice in the area of joint ventures and strategic alliances in their various forms.
We have tremendous depth and sophistication in such areas as M&A agreements, SEC compliance, energy law, financial institution regulation, tax, labor, employee benefits and executive compensation. In addition, as our clients' needs dictate, we work with our colleagues who focus on the practices of real estate, environmental, intellectual property, bankruptcy and antitrust.
Our experience provides clients with a number of advantages:
- We are able to give clients immediate, high-level and sustained attention.
- We bring to bear the full scope of the firm's many legal resources to help ensure the success of our clients' transactions.
- We have contacts with and credibility among many investment bankers, who have seen firsthand our ability to close mergers of equals, hostile deals and transactions with complex funding structures.
The value of these skills and resources is exemplified in the following transactions involving acquisitions and divestitures by our large, middle-market public companies:
- We represented Linens 'n Things, Inc. in connection with its acquisition by three private equity firms, including Apollo Management. Our attorneys advised the board of directors throughout the strategic review process that led to the merger agreement and handled all aspects of the acquisition on behalf of Linens 'n Things, Inc. The all-cash transaction was valued at $1.4 billion.
- We represented Hudson United Bancorp in its merger with TD BankNorth, a transaction valued at approximately $1.9 billion in cash and stock. We also promptly and efficiently disposed of the shareholder lawsuit that followed.
- We represented Valley National Bank in its acquisition of NorCrown Bank & Trust, a deal that won M&A Advisor's "Financial Services Deal of the Year."
- We represented the Special Committee of the Board of Directors of Foodarama Supermarkets Inc., an American Stock Exchange listed company, in evaluating a proposal from a group holding a majority of the company's stock to acquire the remaining shares and take the company private.
- We represented Dendrite International, Inc. in its successful competing hostile tender offer for Synavant, Inc., after Synavant entered into a binding merger agreement with Cegedim, S.A. We also represented Dendrite in its subsequent strategic acquisition of Software Associates International.
- We represented The Talbots, Inc., the NYSE women's, children's, and men's apparel retailer (1,300 stores) in its acquisition of J. Jill, the women's apparel retailer. The all-cash merger was valued at approximately $520 million.
- We represented a NYSE diversified document management company in its $174 million acquisition of a private document storage company.
- We represented Northeast Utilities in a combination of stock and asset sales of its competitive generation businesses in a competitive bidding process with an aggregate value of $1.34 billion.
- We represented EDO Corporation in its stock acquisition of a private business in the military-contracting field.
- We represented Lennar Corporation in connection with a $150 million joint venture in connection with its properties located in New Jersey.
We also act as counsel for many private and non-public companies in acquisitions, as exemplified in the following transactions:
- Establishment in Korea of a joint venture between Korean Inter-Dealer Brokerage Co., Ltd. and British inter-dealer broker Intercapital, PLC, and then the sale of KIDB's stake to ICAP.
- Representation of a consortium of companies in a $220 million strategic joint venture to exploit intangible telecommunications assets throughout the United States.