Experience
Stock Purchase
Client: Defense Contractor
Dinsmore & Shohl represented a non-U.S. defense contractor in the $25 million stock purchase of another defense contractor whose parent was also a non-U.S. entity. This transaction included obtaining CFIUS approval from the State Department and due diligence efforts covering several countries.
Asset Sale for Cash
Represented a closely-held venture-funded dry ice blasting equipment manufacturer in the sale of its assets and business to management financed by a private equity fund and commercial bank financing.
Asset Purchase
Represented a closely-held dry ice blasting equipment manufacturer in its purchase of its primary competitor from Canadian parent.
Asset Sale of Dakin Insurance Agency, a Subsidiary of LCNB Corp., to an Ohio Insurance Group
Dinsmore & Shohl represented LCNB Corporation, an Ohio chartered bank holding company, in the sale of its insurance agency subsidiary, Dakin Insurance Agency, Inc., to Rixey-Berry Insurance, Inc. Our attorneys prepared and negotiated the asset purchase agreement. In addition, we prepared all transfer documents for the assets. The sale took LCNB Corporation out of the sale and brokerage of insurance products so that it can concentrate on its core financial institution business.
Acquisition of Two Affiliated Swiss Companies
Represented Halma International Limited, the leading safety, health, and sensor technology group, in the acquisition of 100 percent shares of the Swiss corporation Medicel AG, together with its subsidiary Robutec GmbH. Dinsmore attorneys prepared and negotiated the Share Purchase Agreement and related closing documents. These related acquisitions required dual-track due diligence and negotiation of all transactional documents. Related to the Medicel acquisition was negotiation of tax-planning documentation for a U.K.-based investor. The purchase, valued at $100 million, further extended the client’s presence in the ophthalmic surgical instrument market.
Acquisition
Acquisition of factory assets and operations in the Peoples Republic of China by our client for an undisclosed amount. The client engages in the design, manufacture, marketing and services of semi-conductor processing equipment used in the fabrication of integrated circuits.
Acquisition
Our firm represented Graeter's in their purchase of fifteen retail stores from Superior Tasting Products, LLC, a former franchisee.
Acquisition
We represented the Purchaser in the acquisition of 100 percent of the shares of PP Medizintechnik GmbH, a German corporation, from Paragon Secondary Partners L.P. and Gerhard Glufke. The purchase price was €55 million ($74 million). Working with the assistance of German local counsel as necessary, we prepared and negotiated the Share Purchase Agreement and all related closing documents, and reviewed all due diligence in this transaction.
Acquisition and IP Clearance
Represented client in the acquisition of a foreign company with particular software expertise. Representation included analysis of IP clearance issues and IP protection strategies.
Acquisition by LCNB Corp. of Eaton National Bank and Trust
We served as deal counsel for LCNB Corp., the holding company of LCNB National Bank, through a stock and cash transaction that enabled it to acquire First Capital Bancshares, Inc., Chillicothe, Ohio, and its subsidiary, Citizens National Bank. We counseled the client through all aspects of the transaction, from pre-transaction planning and due diligence to negotiating deal terms to drafting documents, including advising the client on applicable state and federal application and compliance procedures. The transaction, which is valued at approximately $19 million, enables LCNB to expand its market reach, as Citizens National Bank operated six full-service branches in Ross and Fayette Counties, Ohio.
Acquisition of Global Space & Defense Manufacturer
Ohio counsel to Northrop Grumman in its acquisition of TRW, a global manufacturer headquartered in Cleveland, Ohio, in a transaction valued at approximately $7.8 billion, plus the assumption of TRW's net debt at the time of closing. The combination positioned Northrop Grumman as the nation's second largest defense contractor and helped them join the ranks of the Fortune 100.
Acquisition of Medical Group
Halma p.l.c., an international group of technology companies based just outside of London, England, has taken advantage of strategic opportunities to become a world leader in health and safety technologies. For over 25 years, Halma has turned to Dinsmore for counsel on a multitude of acquisitions. When the opportunity recently arose to acquire SunTech Medical Group, a supplier of clinical grade, non-invasive blood pressure monitoring products and technologies, Halma enlisted Dinsmore’s help once again.
Our team was instrumental in assisting Halma through this challenging $46 million acquisition. The involvement of England-based shareholders selling SunTech enabled us to work on a parallel track alongside Halma’s London counsel. While London counsel negotiated key provisions of the share purchase agreement, we handled all of the due diligence for SunTech’s U.S.-based operating company and its two Chinese subsidiaries. We drafted the key transactional agreements and relevant corporate documents for the three operating companies. We continuously obtained and reviewed updated disclosure documents and responded to new information and client inquiries. Our team negotiated and drafted documents which met Halma’s needs and which reflected the different corporate cultures and approaches of the operating companies and shareholders. Constant communication with local counsel and business officials in London, Shenzhen and Hong Kong, coupled with a thorough understanding of Halma’s procedures, ensured we achieved Halma’s goals.
The successful closing of this transaction enabled Halma to strengthen its Health and Analysis Sector, which already includes Riester, a medical equipment company that supplies blood pressure and vital signs monitors. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology.
Our team was instrumental in assisting Halma through this challenging $46 million acquisition. The involvement of England-based shareholders selling SunTech enabled us to work on a parallel track alongside Halma’s London counsel. While London counsel negotiated key provisions of the share purchase agreement, we handled all of the due diligence for SunTech’s U.S.-based operating company and its two Chinese subsidiaries. We drafted the key transactional agreements and relevant corporate documents for the three operating companies. We continuously obtained and reviewed updated disclosure documents and responded to new information and client inquiries. Our team negotiated and drafted documents which met Halma’s needs and which reflected the different corporate cultures and approaches of the operating companies and shareholders. Constant communication with local counsel and business officials in London, Shenzhen and Hong Kong, coupled with a thorough understanding of Halma’s procedures, ensured we achieved Halma’s goals.
The successful closing of this transaction enabled Halma to strengthen its Health and Analysis Sector, which already includes Riester, a medical equipment company that supplies blood pressure and vital signs monitors. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology.
Acquisition of Ophthalmic Surgical Product Company
Halma p.l.c., an international group of safety, health, and environmental technology companies based just outside of London, England, continues to pursue strategic growth opportunities, strengthening its position as a world leader in health and safety technologies. For over 25 years, Halma has turned to Dinsmore for counsel on a multitude of acquisitions. When the opportunity recently arose to acquire Microsurgical Technology, a Washington-based company that designs, manufactures and markets ophthalmic surgical products, Halma enlisted Dinsmore’s help once again.
Our team was instrumental in structuring this stock purchase for $57 million in initial consideration with additional payments of up to $43 million, contingent upon future earnings. Because of the size of the transaction, we worked to get Federal Trade Commission approval through filing pre-merger notification in accordance with the Hart-Scott-Rodino Act. During the statutory waiting period, our team of attorneys negotiated and drafted the key transactional agreements and relevant corporate documents while managing comprehensive legal due diligence. Our due diligence efforts, which included extensive intellectual property, benefits, and employment reviews, provided a high level of security over the sellers’ warranties. Our collaborative approach toward negotiating the transactional agreements protected Halma’s interests while helping to maintain goodwill between Halma and the sellers, many of whom will continue to operate the business in Redmond, Washington. Our thorough understanding of Halma’s procedures and goals ensured we achieved the best outcome for our client.
The successful closing of this transaction enabled Halma to further strengthen its Health and Analysis Sector, which includes other market-leading ophthalmic device businesses: Accutome, Keeler, Medicel, Reister and Volk. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology
Our team was instrumental in structuring this stock purchase for $57 million in initial consideration with additional payments of up to $43 million, contingent upon future earnings. Because of the size of the transaction, we worked to get Federal Trade Commission approval through filing pre-merger notification in accordance with the Hart-Scott-Rodino Act. During the statutory waiting period, our team of attorneys negotiated and drafted the key transactional agreements and relevant corporate documents while managing comprehensive legal due diligence. Our due diligence efforts, which included extensive intellectual property, benefits, and employment reviews, provided a high level of security over the sellers’ warranties. Our collaborative approach toward negotiating the transactional agreements protected Halma’s interests while helping to maintain goodwill between Halma and the sellers, many of whom will continue to operate the business in Redmond, Washington. Our thorough understanding of Halma’s procedures and goals ensured we achieved the best outcome for our client.
The successful closing of this transaction enabled Halma to further strengthen its Health and Analysis Sector, which includes other market-leading ophthalmic device businesses: Accutome, Keeler, Medicel, Reister and Volk. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology
Acquisition of Silicon Growing and Fabrication Assets
Assisted Lam Research Corporation in its acquisition of the silicon growing and fabrication assets of Bullen Ultrasonics. Bullen, headquartered in Eaton, Ohio, was a privately held supplier of precision machined components to the semiconductor, aerospace, automotive and other industries. Lam acquired all assets related to Bullen's silicon growing and fabrication business utilized in supplying chamber-critical components for Lam tools. Following the closing, the silicon growing and fabrication related business became Bullen Semiconductor, a division of Lam. The cash transaction was valued at approximately $175 million.
Ambulatory surgery center sale to hospital
We represented an ambulatory surgery center in its sale to a hospital.
Asset Purchase
Represented Tier 2 automotive parts manufacturer in $23,000,000 purchase of automotive plastic plating business.
Asset Purchase
Structured and negotiated employee purchase of the assets of a printing facility from its publicly traded owner.
Asset Purchase
Represented private equity fund in purchase of golf turf equipment distributor.
Asset Purchase
Our firm assisted Procter & Gamble's in-house counsel with the acquisition of the Max Factor brand from Revlon. This transaction increased the client's participation in the beauty and healthcare business in a cost effective fashion.
Asset Purchase
Represented the purchaser of assets of the manufacturer of environmental containment equipment for gas stations which was embroiled in a patent infringement dispute with a hostile third party.
Asset Purchase
Dinsmore & Shohl represented Procter & Gamble in its purchase of all assets of Giorgio of Beverly Hills.
Asset Purchase
Represented a private equity fund working with management of a loan defaulted business to buy assets in foreclosure and start a new business.
Asset Sale
Represented the seller of a signage manufacturing business to a private equity fund.
Asset Sale
Represented high security printing company and owners in the sale of the business and assets to a private equity fund.
Asset Sale
Represented the seller of a Dodge dealership to another dealer group.
Cash Merger
Cash merger acquisition of data management software company.
Cash Merger
Sale of publicly-traded company to another publicly-traded company in registered S-4 transaction.
Cash Merger
Represented a publicly-held company in the sale of portfolio business to a private equity fund, structured as a cash merger.
Coal Acquisition
Represented a purchaser in its multimillion-dollar acquisition of one hundred percent of the outstanding stock of a coal producing company. This transaction involved drafting and negotiating significant lease amendments relating to the underlying coal reserves and a complex non-compete agreement with the seller. Representation further involved the restructuring of the target companies’ corporate structure following the closing of the transaction.
Coal Acquisition
Represented a subsidiary of a publically traded British investment company in the $60,000,000 asset acquisition of a coal producing company with U.S. mining operations on coal reserves located in several states. The transaction involved complex financial structuring and the structuring of the British company’s U.S. business operations. Our firm’s experience in mergers and acquisitions and natural resources brought intrinsic knowledge and significant value to both the transaction and the business structure.
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