Practice

Mergers & Acquisitions

Skilled dealmakers guiding on complex acquisitions and divestitures

Our experienced M&A attorneys represent buyers and sellers in a variety of industries, including in particular technology, healthcare and life sciences. We excel in complex acquisitions and divestitures, covering all aspects of such transactions, from tax, employment, securities and intellectual property to antitrust, CFIUS, FDA and other regulatory matters. Our clients tell us that we add unique value to the deal because we understand their businesses, the markets in which they compete, and how the transactions fit into their larger business goals.

We are skilled dealmakers, in part because of our experience advising business clients on a day-to-day basis. This enables us to provide thoughtful, customized and practical advice on legal terms and conditions, mechanics and structuring, regardless of deal size. Whether it is a bolt-on acquisition by a strategic buyer, a roll-up by a private equity sponsor, or a cross-border asset acquisition, our clients benefit from the depth of knowledge and experience of our corporate, taxation and international business specialists.

Areas of Focus

We work with buyers and sellers, as well as private equity and other deal sponsors, on:
  • Purchases and sales of public and private corporations
  • Asset sales
  • Divisional and product line acquisitions and divestitures
  • Add-ons
  • Management buyouts
  • Corporate restructuring
  • Leveraged acquisitions
  • Related acquisition financings

Experience

We guide clients on complex transactions involving the full spectrum of deal sizes, structures and complexity, from sales of venture capital-backed companies to investments by private equity funds to multibillion-dollar transactions. These are some of the entities we have represented:

TECHNOLOGY 

  • B2W Software, a leading provider of estimating and operations solutions for the heavy civil construction industry, in its sale to Trimble (NASDAQ: TRMB), an industrial technology company
  • Radio and TV equipment manufacturer GatesAir (a Gores Group portfolio company) in sale to Thomson Broadcast PE
  • AstroNova (Nasdaq: ALOT) in its acquisition of Astro Machine, a leader in printing technology for labeling and mailing applications
  • Skillsoft, an educational technology company that produces learning management system software and content, in its acquisition of Pluma, a digital professional development and executive-quality coaching platform, for approximately $22 million
  • Cognizant (Nasdaq: CTSH), a global IT consulting and outsourcing services provider, in its acquisition of industrial data and intelligence company TQS Integration
  • Ellevation, a web-based education software platform, in its sale to Curriculum Associates PE
  • InsightSquared, a developer of a sales performance analytic platform designed to provide business intelligence services, in its sale to MediaFly
  • Dimagi, a technology company that offers a mobile data collection platform that aims to change the way frontline services are delivered, in its acquisition of assets from AdhereSure (formerly SureAdhere Mobile Technology)
  • Endicott Capital, in partnership with New Mountain Capital in the acquisition of environmental health and safety data and software solutions provider 3E from Verisk (Nasdaq: VRSk) PE
  • Datadog (Nasdaq: DDOG), a monitoring and security platform for cloud applications, in multiple transactions, including:
    • its acquisition of CoScreen
    • a two-step merger acquiring Timber Technologies
  • Curriculum Associates, a company that designs research-based instructional materials, assessments and data management tools in its bolt on acquisition of Texas-based Mentoring Minds PE
  • Pointillist, developer of a customer journey analytics software intended to rapidly uncover customer insights and improve customer experience, in its sale to Genesys
  • Tank Utility, a provider of IoT propane tank monitoring that enables the optimization of propane fuel logistics, in its sale to Generac 
  • Ovuline, Inc. (d/b/a Ovia Health), a digital health company focused on maternity and family benefits for employers and health plans, in its sale to a leading global life sciences company Labcorp (NYSE: LH)
  • Kyruus, a provider search and scheduling company, in its acquisition of HealthSparq from Cambia Health Solutions PE
  • Shift4 Payments (NYSE: FOUR), a payment processing and technology solutions company in its acquisition of 3dcart
  • Entegris (Nasdaq: ENTG), a leader in specialty chemicals and advanced materials solutions for the microelectronics industry, in multiple acquisitions, including:
    • its acquisition of Global Measurement Technologies for $36 million
    • its acquisition of Sinmat for $75 million
    • its acquisition of MPD Chemicals for approximately $165 million
  • OnShape, creators of the first Software as a Service (SaaS) product development platform that unites robust computer aided design (CAD) with powerful data management and collaboration tools, in its sale to global technology company PTC (Nasdaq: PTC) for approximately $470 million
  • KnowledgeVision Systems in its merger with OpenExchange to form a single company, dedicated to serving live, on-demand and streaming video needs of the professional investment and financial services industries worldwide
  • InsightSquared in its acquisition of Olono, a software company focused on sales activity management
  • Medumo, a Boston startup focused on patient experience, in a reverse triangular merger with Philips Holdings USA
  • Recorded Future, a threat intelligence company, in its sale of a controlling interest in the company valued at $780 million to Insight Partners PE
  • Unicorn online catering company ezCater, in its acquisition of Monkey Group, an enterprise software, training, and insights company, and developer of a cloud platform for takeout, delivery, and catering
  • LevelUp, a leader in mobile diner engagement and payment solutions for restaurants, in its $390 million sale to online and mobile food-ordering and delivery marketplace Grubhub (NYSE: GRUB)
  • Global cybersecurity leader RSA in its acquisition of Fortscale, a behavioral analytics company
  • Information technology corporation Dell Technologies in its $145.8 million sale of Mozy to data protection company Carbonite (Nasdaq: CARB)
  • Body Labs, a creator of 3D body model technology, in its acquisition by Amazon (Nasdaq: AMZN)
  • Computer-aided engineering company Exa Corporation (Nasdaq: EXA) in its $400 million sale to French software company Dassault Systèmes
  • Curriculum Associates, a publisher of research-based print and online instructional materials, in a capital partnership with Berkshire Partners PE
  • Dragon Innovation, a provider of manufacturing solutions that help new hardware developers go from prototype to full production, in its sale to Avnet (NYSE: AVT)
  • Komand in its sale to corporate network security company Rapid7 (Nasdaq: RPD)
  • Dell EMC in the sale of EMC’s enterprise content division, including Documentum and other leading enterprise content management solutions, to Open Text (Nasdaq: OTEX) (TSX: OTC), a global leader in enterprise information management, for $1.62 billion
  • CloudLock, an industry leader in cloud security for multiple platforms, in its $300 million cash acquisition by Cisco Systems
  • International Data Group (IDG) and its operating subsidiaries International Data Corporation and IDG Communications, Inc. in connection with the acquisition, in two separate transactions, of IDG and of IDG’s extensive portfolio of venture capital holdings by a consortium of buyers led by China Oceanwide Holdings Group Co., Ltd and IDG Capital Partners
  • Pegasystems (Nasdaq: PEGA), the software company empowering the world’s leading enterprises with strategic business applications, in its acquisition of OpenSpan, a privately held software provider of robotic process automation and workforce analytics software
  • Resilient Systems, the provider of the industry standard in Incident Response Platform 
  • EMC (NYSE: EMC), a global leader in enabling businesses and service providers to transform their operations and deliver information technology as a service (ItaaS),
    • in its acquisition of Syncplicity, a cloud-based file management company
    • in its acquisition of Renasar Technologies
  • Advised sports media company Ubersense in its acquisition by Hudl, a sports team analysis software provider
  • Hittite Microwave (Nasdaq: HITT), a developer of high performance integrated circuits (ICs), modules, subsystems and instrumentation, in its $2.5 billion sale to Analog Devices (Nasdaq: ADI)
  • MEMSIC (Nasdaq: MEMS), a leading MEMS solution provider, in its $88.5 million acquisition by IDG-Accel China Capital II
  • OrderMotion, a leader in order management solutions, in its acquisition by NetSuite (NYSE: N)
  • Crossbeam, a provider of open architecture network security platforms, in its sale to private equity firm Thoma Bravo PE
  • WHI Solutions, a leading software-as-a-service purveyor in the automotive parts industry, in its sale to eBay (Nasdaq: EBAY)
  • CredSimple, an NCQA certified credentialing and provider data management solution, in its acquisition of Glenridge Health, a technology-enabled provider network management solutions company  PE
  • RealHealthData, a provider of unique, real-world data insights from unstructured clinical data using its proprietary technology and provider relationships, in its acquisition by Amplity Health PE
  • Leading healthcare data analytics company Inovalon Holdings (Nasdaq: INOV) in its $1.2 billion acquisition of ABILITY Network, a cloud-based software-as-a-service healthcare technology company
  • Quantia, a supplier of social learning and collaboration platforms for physicians, in its sale to Physicians Interactive (a wholly owned subsidiary of Merck), a leading provider of digital engagement solutions for healthcare professionals and consumers


LIFE SCIENCES

  • MDxHealth in its acquisition of the Oncotype DX GPS prostate cancer testing business from Exact Sciences subsidiary Genomic Health in a deal worth up to $100 million
  • United States Medical Supply (US Med) in the sale of its urology division to Strive Medical
  • Prescription digital therapeutics company Pear Therapeutics in its $1.6 billion business combination agreement with Thimble Point Acquisition Corp. (Nasdaq: THMA), a special purpose acquisition company (SPAC) whose management team is associated with the Pritzker Vlock Family 
  • Alloy Therapeutics in its acquisition of antibody discovery technologies from Lanier Biotherapeutics, a developer of first-in-class antibodies targeting retina, dermatology, and Type 2 Inflammatory specialty diseases
  • Ovuline (d/b/a Ovia Health), a digital health company focused on maternity and family benefits for employers and health plans, in its sale to a leading global life sciences company Labcorp (NYSE: LH)
  • Genuity Science, a genomics data, analytics and insights company, in its sale to HiberCell, a clinical stage biotechnology company developing therapeutics to treat cancer relapse and metastasis 
  • GreenLight Biosciences, a biotechnology company dedicated to making RNA products affordable and accessible for human health and agriculture, in a $1.2 billion SPAC business combination with Environmental Impact Acquisition Corp. (Nasdaq: ENVI), that resulted in GreenLight becoming a publicly listed company
  • Novellus Therapeutics, a developer of novel medicines intended for the treatment of pediatric disease, in its sale to Brooklyn ImmunoTherapeutics (NYSE: BTX) for $125 million
  • Global biotechnology company Thermo Fisher Scientific (NYSE: TMO) in multiple acquisitions, including in its:
    • acquisition of PeproTech, a Cranbury, New Jersey-based provider of bioscience reagents for $1.85 billion 
    • acquisition of Combinati Incorporated and its digital PCR (dPCR) technology
    • acquisition of programmable dye platform pioneer Phitonex
    • $1.7 billion acquisition of Brammer Bio, a leader in viral vector manufacturing for gene and cell therapies
    • $477 million acquisition of Becton, Dickinson and Company’s Advanced Bioprocessing business
  • Dogma Therapeutics, a developer of oral PCSK9 inhibitors to treat high cholesterol and cardiovascular disease, in the sale of its oral PCSK9 program to global biopharmaceutical company AstraZeneca for upfront as well as downstream payments linked to global regulatory and commercial milestones
  • Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) in its acquisition of clinical-stage biopharmaceutical company Achillion Pharmaceuticals, Inc. (Nasdaq: ACHN) worth up to $1.2 billion
  • Alexion Pharma International Operations Unlimited Company in its acquisition of assets representing the AntiEotaxin program of Immune Pharmaceuticals Inc. and its Israeli subsidiary, Immune Pharmaceutical Ltd., out of bankruptcy
  • OMNI Orthopaedics, a pioneer in robotic-assisted total knee replacement, in its acquisition by Corin USA Limited, an affiliate of UK international orthopedic company the Corin Group, which is backed by Permira PE
  • Chiral Technologies in its acquisition of Biodiscovery, a development and manufacturing company serving the genomics, cytogenetics, and synthetic biology communities that generate oligonucleotide pools using its proprietary massively parallel DNA synthesis technology
  • A leading regenerative medicine company, Organogenesis, in a definitive merger agreement worth approximately $673 million, under which Organogenesis became a wholly owned subsidiary of Avista Healthcare Public Acquisition Corp. (Nasdaq: AHPA)
  • AurKa Pharma, a company established by TVM Capital Life Science to develop an oncology compound with the potential to treat certain types of solid tumors, in a sale worth up to $575 million to Eli Lilly and Company (NYSE: LLY)
  • CutisPharma, a specialty pharmaceutical company that develops and commercializes compounding kits that help patients who are unable to swallow conventional oral dosage forms such as tablets and capsules and recently launched FDA-approved drug Firvanq, in its sale to NovaQuest Capital Management PE
  • Applied Genetic Technologies Corporation (AGTC) (Nasdaq: AGTC), a publicly traded company focused on gene therapy, in its collaboration, manufacturing and equity investment agreements with Biogen (Nasdaq: BIIB)
  • Italian health care company SOFAR S.p.A. in the acquisition of its surgical robotics division by medical device company TransEnterix (NYSE MKT: TRXC) in a cash and stock deal valued at up to approximately $100 million
  • Abiomed, a leading manufacturer of heart and circulatory support devices, in multiple M&A transactions, including:
    • in the acquisition of preCARDIA, a developer of an inpatient partially implantable devices intended for treating patients with acute decompensated heart failure
    • in its acquisition of ECP Entwicklungsgesellschaft mBH and AIS GmbH Aachen Solutions
  • NextCODE Health, a leading genomic analysis and bioinformatics company with operations focused in the United States and Iceland, in the sale of its wholly owned operating subsidiary, NextCODE Health Luxembourg, S.a.r.l. to WuXi Genomics
  • Alere (NYSE: ALR), a global diagnostics and health management company, 
    • in its $270 million acquisition of eScreen, an automated platform and FDA-cleared reader for the collection, management and reporting of regulated and non-regulated drug screens
    • on the $600 million sale of its Alere Health division to healthcare company Optum
  • IQuum, a leader in developing lab-in-a-tube technology, in connection with its $450 million acquisition by Swiss multi-national corporation Roche (SIX: ROG)
  • Organogenesis, a world leading regenerative medicine company focused in bio-active wound healing and soft tissue regeneration, in connection with its acquisition of the Dermagraft assets from Shire (Nasdaq: SHPG), a multinational innovator of specialty biopharmaceuticals based in the UK
  • Iceland-based deCODE Genetics ehf, a global leader in analyzing and understanding the link between the genome and disease susceptibility, in its $415 million acquisition by Amgen Inc. (Nasdaq: AMGN)
  • SeraCare Life Sciences (Nasdaq: SRLS), a global provider of products to aid the discovery, development and production of human diagnostics and therapeutics, in its acquisition by Project Plasma Holdings Corporation, an affiliate of Linden Capital Partners PE


HEALTHCARE

  • Artisan Healthcare Consulting as outside general counsel from its inception through its recent exit through an acquisition by Alira Health Boston
  • Ovuline, Inc. (d/b/a Ovia Health), a digital health company focused on maternity and family benefits for employers and health plans, in its sale to a leading global life sciences company Labcorp (NYSE: LH) 
  • Advanced Diabetes Supply (“ADS”), a national specialty distributor of Durable Medical Equipment, specializing in the home delivery of diabetes products including continuous glucose monitoring devices and other testing supplies in its sale to PE firm, Court Square Capital PE
  • CredSimple, an NCQA certified credentialing and provider data management solution, in its acquisition of Glenridge Health, a technology-enabled provider network management solutions company PE
  • Galen Partners in its acquisition of Evolve Treatment Centers, a behavioral health services provider PE
  • RealHealthData, a provider of unique, real-world data insights from unstructured clinical data using its proprietary technology and provider relationships, in its acquisition by Amplity Health PE
  • Leading healthcare data analytics company Inovalon Holdings (Nasdaq: INOV) in its $1.2 billion acquisition of ABILITY Network, a cloud-based software-as-a-service healthcare technology company
  • Quantia, a supplier of social learning and collaboration platforms for physicians, in its sale to Physicians Interactive (a wholly owned subsidiary of Merck), a leading provider of digital engagement solutions for healthcare professionals and consumers
  • CareMed Specialty Pharmacy in its sale to PharMerica Corporation (NYSE:PMC), a diversified national provider of institutional and specialty pharmacy services


PROFESSIONAL/BUSINESS SERVICES

  • Charles River Associates in the acquisition of substantially all assets of Welch Consulting, a leader in economic consulting, research, and analysis of labor and employment issues
  • Altman Vilandrie & Company in its merger with Solon Management Consulting to form Altman Solon, a strategic consulting firm focused exclusively on the TMT sectors 
  • The Boston Consulting Group, one of the leading global management consulting firms, in its acquisition of assets of world-class digital design lab MAYA Design
    Security orchestration and automation company 
  • Lux Research, a leading provider of intelligence and consulting services, in its acquisition and growth investment by private equity firm Bregal Sagemount  PE
  • L2, a business intelligence firm that benchmarks the digital performance of consumer brands, in its acquisition by Gartner (NYSE: IT), the world’s leading information technology research and advisory company
  • Staples (NYSE: SPLS), a world-class provider of products and services that serve the needs of business customers and consumers, in the sale of its Staples Print Solutions business to Taylor Communications
  • Global investment management firm Fortress Investment Group in its acquisition of MicroFinancial Incorporated (Nasdaq: MFI), a financial intermediary specializing in microticket leasing and financing PE
  • Mill Road Capital, a private investment firm focused on investing in publicly traded micro-cap companies, in its CAD $210 million sale of Vision 7 to BlueFocus PE
  • Thomas Partners Investment Management in its sale to Charles Schwab


NATURAL RESOURCES

  • US based Global Forest Partners, in multiple transactions, including: 
    • Acquisition by timber fund advised by Global Forest Partners of hardwood forestry assets currently owned by RMS Forest Growth International LP and RMS Australian Forests Fund I LP located in Tasmania, Australia PE
    • Its sale of the Green Triangle Forest Products (24,000 hectares of pine plantations between Victoria and South Australia) to AXA IM Alts PE, the biggest timber transaction in Australia for more than a decade
    • In a joint venture involving an affiliate of GFP LP to acquire all of the shares of Phu Rieng Kratie Apivath Caoutchouc Co., Ltd., a Cambodian company PE
  • Nelson Properties Limited, a portfolio company managed by Global Forest Partners LP, in the sale of its subsidiary, Nelson Forests Limited, one of New Zealand's leading forestry businesses, to Australian forestry company OneFortyOne Plantations  PE
  • Fiera Comox Partners, an independent investment manager providing innovative investment solutions to a wide range of investors through private global investment strategies in private equity and agriculture, in its acquisition of Vermont-based Sweet Tree Holdings 1, LLC (d/b/a The Maple Guild), the world’s largest producer of organic maple syrup and related products PE
  • The shareholders of the Northern Harvest Sea Farms Group, a group of aquaculture companies engaged in the production of farmed Atlantic salmon in eastern Canada, in its sale to Marine Harvest (OSE: MHG), one of the largest seafood companies in the world and the world’s largest producer of Atlantic salmon, for CAD 315 million 


ENERGY

  • Tank Utility, a provider of IoT propane tank monitoring that enables the optimization of propane fuel logistics, in its sale to Generac
  • GreenLight Biosciences, a biotechnology company dedicated to making RNA products affordable and accessible for human health and agriculture, in a $1.2 billion SPAC business combination with Environmental Impact Acquisition Corp. (Nasdaq: ENVI), that will result in GreenLight becoming a publicly listed company
  • 7AC Technologies, a developer of ultra-high efficiency HVAC systems, in its sale to Emerson Electric (NYSE: EMR)
  • Pika Energy, a manufacturer of innovative battery storage technologies, in its sale to power products manufacturer Generac Holdings (NYSE: GNRC)
  • Brammo, a designer and developer of battery packs for mobile and stationary applications, in the sale of its assets to global power leader Cummins


CONSUMER & RETAIL

  • MiniLuxe, a digital-first, socially-responsible lifestyle brand in its acquisition of substantially all the assets of Paintbox
  • Fenway Sports Group in a joint venture between Fenway Sports Management and Crossroads Presents, which is affiliated with Live Nation Entertainment (NYSE: LYV) and managed by longtime concert promoter and Live Nation New England President Don Law, for a new live music venue next to Fenway Park. The new theater, which will seat approximately 5,000 people, will be called MGM Music Hall at Fenway.
  • The ONE Group Hospitality, owners and licensors of the STK branded restaurants, in the acquisition of the assets of Kona Grill and its affiliates out of bankruptcy for $25 million in cash and the assumption of working capital liabilities of approximately $11 million
  • RG Barry, a portfolio company of Mill Road Capital, in the sale of its Foot Petals business to Remington PE
  • Living Proof, a premium hair care business, in its acquisition by Unilever; Living Proof is now part of Unilever’s Prestige portfolio
  • SunSetter Products in its sale to Springs Window Fashions, a leading supplier of blinds, shades, specialty treatments and window hardware PE
  • Mill Road Capital and its portfolio company, Skullcandy, in the $85 million sale of Skullcandy’s ASTRO Gaming headset business to Logitech (Nasdaq: LOGI), a Swiss public company offering music, gaming, video and computing products PE


MANUFACTURING

  • New-Indy Containerboard, a joint-venture formed by the Kraft Group and Schwarz Partners, LP, in its acquisition of Shoreline Container
  • Rive Technology in the acquisition of its business and assets by W.R. Grace & Co. (NYSE: GRA), a provider of specialty chemicals and materials
  • Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, in its $800 million acquisition of Crane & Co., Inc. from private equity firm Lindsay Goldberg and other shareholders PE
  • Carolina Container Company, a subsidiary of New-Indy Containerboard (a joint venture by The Kraft Group, and Schwarz Partners) in its acquisition of substantially all the assets of Container Services Corporation, a corrugated box manufacturer based in Ringgold, Georgia
  • Interconnect Systems, a designer and manufacturer of high density silicon packaging with advanced interconnect technologies, in its acquisition by Molex, a leading global manufacturer of electronic solutions


CANNABIS

  • Global cannabis operator Columbia Care Inc. (NEO: CCHW) (OTCQX: CCHWF) (FSE: 3LP) in growing its national footprint via acquisitions throughout the US with an aggregate value well over $450 million, including the sale of certain assets in New York, Illinois and Massachusetts to entities owned and controlled by Sean "Diddy" Combs, through to its ultimate sale to Cresco Labs for $2 billion, which is the largest cannabis transaction in history.
  • High Fidelity (Hi-Fi), Vermont’s largest medical cannabis company, in its pending sale to cannabis consumer packaged goods and brands company SLANG Worldwide Inc. (CNSX: SLNG) (OTCQB: SLGWF) in a transaction potentially worth up to approximately $25 million 
  • Trulieve Cannabis Corp., a leading and top-performing cannabis company in the US, with an asset purchase agreement whereby Trulieve acquired a licensed adult use dispensary location from Nature's Remedy of Massachusetts, Inc. in Worcester, MA
  • The Valens Company in acquisition of Green Roads worth up to $60 million
  • Cultivate Holdings in its sale to Cresco Labs (CSE:CL) (OTCQX:CRLBF) for $158 million
  • New England Treatment Access, a leading Massachusetts-based cannabis company, in the negotiation of a definitive agreement with Surterra Wellness, one of the fastest growing health and wellness companies in the US
  • Ascend Wellness Holdings, a multi-state, vertically integrated cannabis operator, in the acquisition of Greenleaf Compassion Center, a New Jersey vertically integrated cannabis company
PE – Transaction involving a private equity sponsor or portfolio company

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