Mergers and Acquisitions

In one sense selling a business is the foundation of our capitalist system:  the seller/entrepreneur reaps the rewards for her success and moves on to the next business while the buyer adds rocket fuel to the company’s existing operations, resulting in accelerated growth, increased innovation, and greater wealth.

We handle all types of merger & acquisition transactions – among them asset purchases, stock purchases, equity swaps, and tax-free reorganizations – for companies large and small, in every industry, in the U.S. and across borders. During the last [year] Lex Nova corporate and business lawyers have handled a purchase of control shares where the purchase price was $400,000 and a cash sale where the  purchase price was $450 million.

Many lawyers handle business sales, but from Term Sheet to Closing and post-Closing, Lex Nova lawyers bring to bear decades of M&A experience and a multi-disciplinary approach to achieve the most favorable results for our clients. For example:

  • We help structure the transaction to achieve the most favorable after-tax outcome.
  • We understand which representations and warranties are more important and which are less.
  • We have extensive experience addressing the special challenges of M&A involving public companies.
  • We understand liability carveouts and limited guaranties.
  • We address the special challenges of earn-outs and other purchase price adjustments.
  • We work closely with accountants to address financial issues.
  • We deal with post-closing employment of principals and associated compensation.
  • We use holdbacks and escrows to address special liability situations.
  • We work quickly and efficiently, providing an extremely attractive value proposition for our clients.

Some representative transactions:

  • Represented an international pharmaceutical company in a highly-competitive Section 363 auction sale leading to the $450 million acquisition of Graceway Pharmaceuticals, LLC;
  • Representing a bike manufacturer in its merger with the largest retailer of bicycles in the United States in a transaction valued at more than $400 million;
  • Served as New Jersey counsel in a $435 million public company cash out merger transaction;
  • Represented the seller of numerous cellular telephone operating companies in several transactions with an aggregate purchase price was $_______ and a _____________ where the purchase price was $_______.of $100 million;
  • Represented large financial institution in its acquisition of several significant community and national banks; and
  • Represented a biopharmaceutical company with several significant diabetes candidates and a novel technology platform in its sale to Fortune 500 multinational pharmaceutical corporation.