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Mergers and Acquisitions

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Miller Canfield's M&A practice has a wealth of success and experience in handling many types of M&A transactions throughout the world. We have represented public and private companies, strategic investors, financial investors and private equity/venture capital funds in mergers, acquisitions, dispositions, LBOs, public tender offers and hostile takeovers, 363 and bankruptcy acquisitions, distressed acquisitions and corporate restructurings.

But the firm's M&A practice is especially known for handling complex, multi-national transactions requiring sophisticated understanding of the entire set of issues involved in such transactions.

Cross-border mergers and acquisitions entail a unique set of issues, structuring and concerns, approvals, documentation and negotiation style. Miller Canfield's M&A team is able to provide clients with its extensive knowledge and practical experience in leading such transactions. For instance, we have represented numerous clients in stock and asset acquisitions in the U.S., as well as strategic investors acquiring business operations in emerging markets and developed economies throughout the world.

Scope of Services

Our team of M&A lawyers provide clients with top-quality service in transactions thanks not only to their depth of knowledge and experience, but also because they are ably assisted by accomplished lawyers from the firm's other practice areas. Accordingly, the firm is able to provide the full array of services required for most M&A transactions, including:

Antitrust and Competition
Banking                                                   
CFIUS and Government Approvals
Corporate Governance                              
Environmental
Executive Compensation and Benefits
Financing
Intellectual Property
Labor, Union, Employment
Real Estate
Securities Regulation
Structuring-Corporate and Tax
Tax
Technology and Export Controls

Cross-Border Transactions

Miller Canfield's experience in handling complex, cross-border transactions provides clients with a distinct advantage in international transactions. Because we focus simultaneously on the local level as well as the cross-border and global implications of each transaction, we provide rich value to clients when undertaking due diligence, risk assessment, transactional structuring and practical governance models. Clients also benefit from our successful experiences in dealing with the U.S. Committee on Foreign Investment in the United States (CFIUS) and other national and governmental authorities, including the Polish Government on privatization projects.

Our M&A team is regularly called upon to advise buyers, sellers and investors undertaking transactions in and from the BRIC countries and other emerging markets, where the issues involved can introduce further complexities, and where regulatory compliance is problematic for the unwary. Accordingly, our M&A lawyers are integral to and leaders of the firm's China Team, India Team, Mexico Team, Poland Team and International Practice.

Public Mergers, Takeovers and Proxy Contests

We also have substantial experience with public company mergers and takeovers, both friendly as well as contested transactions, including proxy contests and takeover actions.  Our M&A team has successfully represented both insurgents and target companies in planning, implementing, and litigating issues involved in contested elections and shareholder actions. Our lawyers have counseled potential targets in defending takeover attempts and represented companies and individuals in attempts to acquire control of companies in which they have an investment through negotiations, tender offers, litigation and filings with relevant regulatory authorities. We have also acted on behalf of "white knights" in their transactions with targets involved in a takeover attempt by an unwanted suitor. On the friendly side, we have represented buyers in acquiring public target companies, including using forward and reverse triangular merger structuring techniques.

Distressed Mergers, Acquisitions, Sales and Corporate Restructuring

We have represented both strategic and financial purchasers and sellers of distressed companies, utilizing the mechanisms provided by applicable bankruptcy laws in order to structure and carryout mergers, acquisitions, sales and restructuring transactions. We have extensive experience in all aspects of distressed M&A, from due diligence through closing, including in Section 363 sales, CCAA sales, friendly foreclosure structures, negotiating stalking horse and competing bid purchase agreements, negotiating and documenting the transactions and limiting successor liability. 

Industry and Sector Specializations

Miller Canfield's M&A practice has represented clients involved in many industries and economic sectors. But the firm is especially known for its long history of transactional experience in the automotive and manufacturing sectors, health care, information technology and software, food/beverage, natural resources and financial institutions sectors. We are very familiar with the business practices of these sectors, and are well aware of the particular issues facing buyers and sellers in undertaking M&A transactions.

Auto Parts Manufacturer Plant Real Estate Purchase

Assisted a foreign auto parts manufacturer in the purchase of a former General Motors light duty truck plant in Moraine City, Ohio, a $200 million project that brought more than 800 jobs to the area.

Financial Institution Mergers

  • Represented the second largest bank holding company in Michigan in connection with its $2.2 billion merger with the third largest bank holding company in Michigan.
  • Represented multiple-member financial services company in eight-figure sale of equity to publicly traded Canadian company.
  • Represented multiple-member financial services company in seven-figure sale of assets to NASDAQ-traded company.

International Mergers and Acquisitions

  • Represented Zhongshan Broad Ocean Motor Co., Ltd., on its $130 million acquisition of Prestolite Electric (Beijng), Ltd., a Beijing-based Sino-foreign joint venture.
  • Represented Kinepolis Group, a Belgian cinema chain, in its acquisition of MJR Digital Cinemas
  • Represented FT Providers in sale to CBOE Global Markets
  • Acted as U.S. counsel to Alfred Kärcher, the world leader in cleaning technology such as high pressure washers, in its acquisition of Max Holder GmbH, a market leader in the development of municipal vehicles, advising on all U.S. aspects of the transaction from structure, documentation, labor, tax, and environmental to closing. Miller Canfield worked closely with the Alfred Kärcher’s legal teams in Canada, Croatia, Germany, and Italy to ensure a seamless integration of the US portion of the transaction.
  • Acted as lead counsel to Carl Zeiss in its acquisition of all outstanding equity of Iantech, Inc. by merger under Delaware law involving multiple earnouts spanning almost a decade. In such capacity the Miller Canfield team advised on all aspects of the transaction including FDA regulatory, CFIUS analysis, and Antitrust filings.
  • Acted as counsel to Carl Zeiss in its non-controlling investment in MicroOptx, a privately held company focused on minimally invasive glaucoma surgery (MIGS) devices for surgical treatment of glaucoma. The Miller Canfield team advised on all aspects of the transaction including future controlling acquisition rights.
  • Acted as counsel for Zeiss in the development and negotiation of a joint venture with Idea Elan for the development, implementation and commercialization of specialized laboratory microscope and metrology equipment management software and systems. The Miller Canfield team advised on all aspects of the transaction including Export Controls and CFIUS.
  • Advised client on all aspects of acquisition of IBM Cognos Disclosure Management (CDM), IBM Cognos Disclosure Management on Cloud (CDM on Cloud), IBM Cognos Financial Statement Reporting (FSR), and IBM Clarity 7 products business and operations in United States, Canada and Romania from International Business Machines and concomitant share offering and restructuring and upsize of ABL credit facility.
  • Represented Mexican auto supplier Metalsa SA de CV on its $150 million acquisition of the structural products business from US-based Dana Holding Corp.
  • Represented gas turbine engine defense contractor in sale to and acquisition by domestic strategic defense contractor buyer, which included drafting and negotiation of acquisition agreement and ancillary agreements and structuring transaction for compliance with ITAR notification requirements and facility clearance (FCL) compliance under National Industrial Security Program (NISP).
  • Represented munitions equipment manufacturer in sale to, and acquisition, by foreign strategic defense contractor buyer, which included drafting and negotiation of acquisition agreement and ancillary agreements and structuring transaction for compliance with ITAR and EAR export controls and mandatory declaration filing requirements under Committee on Foreign Investment in the U.S. (CFIUS).
  • Represented foreign defense and aerospace defense contractor in acquisition of domestic defense and aerospace defense contractor, which included drafting and negotiation of acquisition agreement and ancillary agreements and structuring transaction for compliance with ITAR and EAR export controls, Defense Federal Acquisition Regulation Supplement (DFARS), and mandatory declaration filing requirements under Committee on Foreign Investment in the U.S. (CFIUS).

Sale of BlueHornet Networks, Inc. to Marlin Equity Partners

Served on team of legal advisors to Digital River, Inc. (Digital River) on its sale of BlueHornet Networks, Inc. to Marlin Equity Partners. Digital River is a portfolio company of Siris Capital Group, LLC (Siris Capital). The transaction provided current realized value to Siris Capital while simultaneously positioning BlueHornet to accelerate execution on its business plan.

Software Company Sales and Acquisitions

  • Represented Equity Administration Solutions, Inc., the world’s largest SaaS stock plan software provider to both public and private companies, in its acquisitions of (i) Rivet Software, Inc., the third largest (by filings) public company financial filings and XBRL tagging service provider in the US in stock acquisition and (ii) OptionAdmin, Inc. a recognized leader in the field of corporate equity management in an asset acquisition.
  • Represented Canada's largest insurance rating and broker services company in $110+ million (Canadian) stock and asset sale to U.S. private equity firm.
  • Negotiated a share transfer and shareholder agreement within a two-phase acquisition of a software provider in the travel industry which originated from a small startup. Particular focus on securing the founders' position for future decision-making processes in the company.

Staffing and Personnel Management Firm Sale

Represented client in $42 million equity sale to U.S. private equity firm and concomitant creation of only the second certified Minority Controlled Business under NMSDC Growth Initiative.