Mergers and Acquisitions
Kleinberg Kaplan's Mergers and Acquisitions Group represents funds, companies and entrepreneurs in a full range of mid-market purchase, sale and investment transactions. Our M&A team specializes in advising domestic and overseas clients on:
- Proxy Contests and Tender Offers
- Public and Private Mergers
- Stock and Asset Purchases
- Distressed Company Transactions, including Bankruptcy Sales
- Stock-for-Stock Mergers
We also have extensive experience with:
- Activist Campaigns
- Joint Ventures
- Workouts and Restructurings
- Defensive and Target Reviews
- Minority Investments in Public and Private Companies
Since the beginning of our practice, our clients have been highly active in acquiring and disposing of businesses and in joint venture transactions. A selection of our noteworthy transactions includes the representation of:
- Bank Hapoalim B.M., one of Israel's largest banks, in connection with its agreement to acquire 50.01% of NuVerse Advisors LLC, a New York-based investment manager.
- The minority owners of LW Asset Management, LLC in the purchase of 100% of the ownership of the company.
- The acquisition by Abacus Holdings, LLC of a portion of the investment advisory business of Spears Grisanti & Brown LLC.
- ADAR Investment Management LLC in connection with the buy-out of one founder by the other founder and the restructuring of the company.
- Burlingame Asset Management, the largest independent stockholder of Everlast Worldwide, Inc., in the public fight for control of Everlast. Initially part of the original purchasing group, Burlingame went on to support the winning bid.
- Elliott Associates, L.P. in a proxy contest resulting in the open-ending of The Salomon Brothers Fund, Inc., the oldest and largest closed-end fund in the Citigroup family of funds.
- Third Avenue Management in its unsolicited bid for Instinet's institutionalized brokerage business.
- Esopus Creek Value, LP and Black Horse Capital, New York-based hedge funds, in a suit against Metromedia International Group Inc., a Delaware corporation and its board. The hedge funds challenged Metromedia's efforts to sell the company's remaining assets without obtaining the consent of its common stockholders. Metromedia had planned to file for bankruptcy and quickly sell the assets to avoid Delaware's ban on such a sale.
- Accessible Software (a computer systems control software company) in its $80 million cash-out merger into an International Business Machines Corporation (IBM) subsidiary.
- AIL Systems, Inc. in its merger of equals with EDO Corporation – a New York Stock Exchange-listed company. We previously assisted with the acquisition from Eaton Corporation of AIL by certain members of its senior management and AIL's ESOP, and the subsequent acquisition of Dorne & Margolin, Inc. by AIL.
- Liberty Bond Services, a division of Liberty Mutual Insurance Company, on M&A strategy and options in connection with the bankruptcy of ANC Rental Corporation, the former parent of National and Alamo, and the subsequent sale of billions of dollars worth of its assets to Cerberus.
- The shareholders of Expert Wireless Solutions, Inc. in the sale of the company to Tetra Tech, Inc., a publicly-listed company.
- A large shareholder of ShopKo Stores, Inc. in opposing an announced sale transaction, eventually resulting in a substantially improved offer in which that shareholder participated in the acquiring bid.
- Sage Parts Plus, Inc. in its acquisition of the assets of Group IV, LLC and The Parts Plus Group, Inc., companies engaged in the business of selling replacement parts for aviation ground support equipment. We also negotiated the asset-based financing for this transaction.
- Tekkote Corp., a manufacturer of coated release liners, in its sale of all of its assets to a publicly-traded corporation.
- D. F. King & Co., Inc. in its joint venture with Fortix LLC creating an East Coast IT services data center.
- Career Blazers in its merger with Staffing Resources, which merged two major employment service companies, and the subsequent recapitalization of Career Blazers, which involved a leveraged buyout of 75% of Career Blazers' equity led by management and Thayer Capital Partners (a private equity firm).
- Some of the individual shareholders of Jim Henson Company, Inc. in the sale of the company to E.M. TV & Merchandising AG for approximately $600 million.
- The disinterested directors of Princeton Video Imaging in connection with the pre-packaged bankruptcy and §363 sale of company assets.
- The largest shareholder of Dice Inc. in the sale of the corporation to several private equity funds.
- A substantial stockholder of Lexar Media, Inc. in opposing a planned merger with Micron Technology, Inc. resulting in a substantially improved offer.