Practice Areas
Practice Areas
 
PEPPER HAMILTON LLP
REPRESENTATIVE MERGER & ACQUISITION TRANSACTIONS
CLIENT INDUSTRY FORM OF TRANSACTION TRANSACTION VALUATION INVESTMENT BANKERS
Target Electrical Components and Connectors Defense of hostile tender offer followed by merger with friendly party $11.8 billion Credit Suisse First Boston
Purchaser Real Estate Execution of merger agreement pursuant to acquisition of a real estate investment trust $3.3 billion None
Purchaser Banking Acquisition of assets of bank assets in Pennsylvania, New Jersey and Delaware $2.1 billion None
Merger Electronics Merger of two electronic companies $1.7 billion None
Seller Banking Sale of Nasdaq-listed bank to the U.S. subsidiary of a European bank holding company $1.3 billion Morgan Stanley; Merrill Lynch
Purchaser Medical Products Merger of London Stock Exchange company with second LSE company having significant US assets and shareholders £1.43 Billion N.M. Rothschild& Sons
Target Medical Services Tender offer for 60 percent of the outstanding stock of a Nasdaq-listed company $1.2 billion UBS Warburg; Goldman Sachs
Purchaser Apparel Tender offer for publicly-traded company $1 billion Goldman Sachs
Purchaser Chemical Acquisition of stock of formerly publicly traded chemical company taken over by Japanese investors in tender offer $900 million None
Seller Chemicals Acquisition of chemical company $813 million Credit Suisse First Boston
Purchaser Real Estate Acquisition of east coast real estate organization $600 million Bear Sterns & Co.; Lehman Brothers
Target Information Technology Cash merger $584 million C.E. Unterberg, Towbin, Think Equity Partners
Seller Automotive Tender offer for a Nasdaq-listed company $550 million Goldman Sachs
Purchaser Global Drilling Services Acquisition of company headquartered in Utah $550 million UBS Warburg
Seller Environmental Consulting Services Acquisition of a UK-based provider of environmental consulting services $535 million None
Seller Pharmaceutical Represented a leading manufacturer of insulin pumps and related technologies $518 million None
Target Financial Services Cash/Stock acquisition $500 million Credit Suisse First Boston; Lehman Bothers; Morgan Stanley
Purchaser Household Products Series of acquisitions of privately-held manufacturing companies for a NYSE-listed company $500 million None
Target Staffing Exchange tender offer, in which shareholders will receive shares from purchasing company $488 million None
Target Software Developers Stock for stock merger $475 million Deutsch Bank Alex Brown
Seller Aluminum Products Sale of stock of privately-held S Corporation to NYSE-listed competitor $450 million Bowles, Hollowell; James Wolfenson
Target Automotive Products Cash merger $440 million UBS Securities LLC
Purchaser Industrial Chemical Products Represented an industrial chemical company in connection with its acquisition of all the business of an environmental technologies corporation. The deal closed on June 24, 2011. $419.5 million None
Seller Computer Services Sale of stock for cash $415 million Janney Montgomery Scott
Seller Food Sale of business $359 million None
Seller/Licenser Biopharmaceutical Represented a biopharmaceutical company, in an exclusive worldwide licensing agreement for a novel treatment for Type 1 and Type 2 diabetes. The transaction, completed in April 2010 $335 million None
Purchaser Apparel Tender offer for NYSE-listed company $330 million Goldman Sachs
Seller Retail Reverse triangular merger $320 million None
Seller Pharmaceutical Represented a privately held pharmaceutical company developing molecular imaging compounds, in its acquisition by a major pharmaceutical company, transaction completed in December 2010. Pepper had represented the client through several rounds of venture capital financing and through much of a proposed IPO before the acquisition was proposed. We then counseled the client through a complex and extremely expedited M&A process involving multiple bidders and intricate milestone provisions. Under the terms of the agreement, the purchaser agreed to an upfront payment of $300 million, with up to $500 million in additional payments contingent upon potential future regulatory and commercial milestones. $300 million - $800 million Morgan Stanley; Barclays Capital
Seller Microchip Developer Management leveraged buyout of Nasdaq-listed company $290 million Pennsylvania Merchant Group
Seller Food Disposition of infant feeding and private label soup businesses of leading national food company $268 million None
Seller Sports Trading Cards; Food Tender offer for Nasdaq-listed company by an NYSE-listed company $265 million Blackstone; Merrill Lynch
Target Retail Sale of stock of a subsidiary of a Nasdaq-listed company $250 million None
Seller Banking Sale of a savings and loan to a "super regional" bank holding company $250 million Keefe Bruyette; Alex. Brown
Seller/Management Group Environmental Services Leveraged recapitalization of 56 majority-owned affiliated companies in 38 countries, sponsored by private equity fund with management participation $240 Million Close Brothers
Seller Software Products Sale of all of the outstanding securities of a San Francisco-based, technology-focused private equity firm $225 million UBS Securities LLC; JP Morgan Securities
Purchaser Automotive Distribution Leveraged recapitalization of privately-held automotive parts distributor $205 million Brown Brothers; Harriman
Target Transportation (Trucking) Tender offer for a Nasdaq-listed company $200 million Janney Montgomery Scott Inc.
Seller Computer Distributor and Reseller Sales of assets of two divisions of a Nasdaq-listed company $200 million Legg Mason
Purchaser Commercial Explosives Purchase of assets of privately-held company which had been recently spun-off by Fortune 50 company $200 million None
Target Textiles Tender offer for Amex-listed company $200 million Goldman Sachs
Purchaser Petrochemicals Purchase of polypropylene plant and formation of ethylene joint venture to support long-term supply arrangement of propylene $190 million None
Purchaser HVAC Distribution Leveraged recapitalization of NYSE-listed company $185 million Schroeders Houlihan Lokey Howard & Zukin Capital
Purchaser Apparel Purchase of stock of privately-held company $170 million None
Seller Electronic Payment Technology Cash sale to private equity fund $165 million None
Seller Electronic Equipment Sale by private equity fund to another private equity fund of electronic systems/software business $165 Million UBS Warburg
Purchaser Consumer Electronics Acquisition by private equity fund of manufacturing company $155 Million None
Investor Software Represented the global leader in core systems software in its merging of a wholly-owned subsidiary of an investment company $152 million None
Purchaser Molding Acquisition of molding company $150 Million Royal Bank of Scotland
Purchaser Shipping Acquisition of containerized cargo shipping company $149 million Donaldson, Lufkin & Jenrette
Purchaser Telecommunications Acquisition by merger of Nasdaq-listed international telecommunications company $140 million BT Alex. Brown; Robinson-Humphrey
Purchaser Long-Term Care Insurance Acquisition of long term care insurance services company $140 million Merrill Lynch Capital; Northwestern Mutual
Purchaser Insurance Acquisition of large privately held insurance brokerage firm in U.S. $130 million None
Purchaser Telecommunications Sale of assets $125 million Goldman, Sachs & Co.
Purchaser Retail Leveraged recapitalization of 107 separate S Corporations $125 million J.C. Bradford
Seller Information Technology Merger of a provider of regulatory compliance, loss prevention and revenue generating solutions with India-based company $122.6 million None
Seller Pharmaceutical Represented a pharmaceutical company in its acquisition by another pharmaceutical company, which involved an earnout based on clinical development milestones. The transaction was valued at more than $120 million. Pepper had previously represented the client in several rounds of venture financing, regulatory approval of products, acquisition of additional pipeline products, and in an initial public offering before the sale $120 million Banc of America Securities LLC; UBS Securities LLC
Purchaser Health Care Stock purchase, recapitalization and refinance transaction $117 million Adams, Harness & Hill
Purchaser Software Products Acquisition of a provider of on-demand talent acquisition software, in a merger and stock purchase transaction $115 million JMP Securities; Jeffries Broadview
Purchaser Specialty Footwear Leveraged recapitalization of Florida S corporation $115 million Sperry, Mitchell & Company
Purchaser Financial Services Merger of two financial institutions $111 million None
Purchaser Automotive Products Tender offer for Nasdaq-listed company $110 million Lazard Freres
Target Group Purchasing Organization Cash merger $108 million William Blair & Co.
Seller Steel Manufacturer Acquisition by tender offer of Nasdaq-listed company $105 million Janney Montgomery Scott
Purchaser Sports Acquisition of National Hockey League franchise $100 million None
Purchaser Tool Manufacturer Acquisition of a division of a publicly held company through auction process $100 million Paine Webber
Seller Commercial Banking Sale of bank branches $93.5 million Danielson Associates, Inc.
Seller Manufacturer Sale of division to Danish company $90 million None
Seller Banking Sale of a community-based bank to a North Carolina money-center bank holding company $88 million Berwind Financial
Purchaser Textiles Leveraged recapitalization with multi-layered financing $85 million First Union
Purchaser Products for Scrap Bookers and Paper crafts Acquisition of one of the top consumer brands and fastest growing providers of products for scrap bookers and paper crafting enthusiasts $84.5 million None
Purchaser Sports Acquisition of National Hockey League franchise $84 million None
Purchaser Life Sciences Represented a leading technology and service company that provides services to the pharmaceutical, biotechnology and medical device industries to collect, interpret and distribute clinical data for clinical research trials, in its 2010 acquisition of the Germany-based research services division of a provider of respiratory diagnostics devices $80 million None
Seller Transportation Sale of business to trucking corporation $80 million None
Purchaser Retail Tender offer for Nasdaq-listed company $80 million Morgan Stanley
Purchaser Health Care Leveraged recapitalization with multi-layered financing $80 million PaineWebber
Seller Software Sale of stock of Canadian software company to public U.S. software company $80 million Donaldson, Lufkin & Jenrette
Purchaser Electronics Acquisition of shares $77 million None
Purchaser Retail Leveraged recapitalization of privately held specialty-retailer chain $75 million Legg Mason
Purchaser REIT Acquisition of a real estate portfolio by a NYSE-listed Real Estate Investment Trust in exchange for a combination of REIT Shares and other Securities $75 million Legg Mason
Seller Software Sale of stock of a speciality software developer to a major software developer $70 million None
Purchaser Consumer Health and Fitness Acquisition of leading health and fitness marketer by private equity fund $75 million None
Purchaser Computer Distributor Tender offer for a Nasdaq-listed company $65 million Robinson-Humphrey
Seller Health Care Sale of stock of a Detroit-based hospital $65 million None
Purchaser Household Products Leveraged buy-out of two privately-held companies effected through simultaneous stock and asset purchases $65 million CS First Boston
Seller Health Care Sale of HMO to publicly traded HMO $60 million Salomon Bros.
Seller Financial Services Merger of two publicly held Nasdaq-listed companies $60 million Janney Montgomery Scott; Legg Mason
Purchaser Financial Services Acquisition by merger of a financial institution $58 million None
Purchaser Health Care (outsourcing) Served as counsel to a leading provider of integrated promotional outsource services to health care companies, with its acquisition of a privately held interactive digital communications agency serving biopharmaceutical companies. The deal closed on November 3, 2010. $55.3 million ($25.3 million cash and $30 million in specified earnouts and integration payments) None
Seller E-Commerce Sale by offshore investment fund of controlling interest in portfolio company to Spanish media company $52 million None
Purchaser Health Care (pharma, biotech, life science) Served as counsel to a leading provider of integrated promotional outsource services to health care companies, with its acquisition of a privately held interactive digital communications agency serving biopharmaceutical companies $50 million None
Seller Industrial Construction Sale of stock to publicly traded company $50 million Harris Williams & Co.
Seller Plastics / Electronic Components Sale of stock of two U.S. operating subsidiaries of a London Stock Exchange-listed company $50 million None
Purchaser Banking Purchase of a series of community-based banks by a competitor $50 million None
Purchaser Health Care Leveraged acquisition of privately-held medical transaction service provider by a Nasdaq-listed health care services provider $50 million None
Purchaser Engineered Component Products Series of acquisitions of privately-held companies $50 million None
Purchaser Agricultural Products Purchase by French company of privately-held U.S. yeast producer $50 million None
Purchaser Health Care Acquisition of a privately held interactive digital communications agency serving biopharmaceutical companies $50 million None
Purchaser Computer Distributor Stock-for-stock merger of two Nasdaq companies $48 million Robinson-Humphrey
Seller Communications/ Technology Sale of assets to newly formed subsidiary of vehicle electronics $47.1 million None
Purchaser Building Products Hostile takeover of public company on behalf of French multi-national $47 million Lehman Brothers
Purchaser Information Services Roll-up of privately-held document management companies for cash and stock and simultaneous initial public offering $45 million William Blair
Seller Telecommunications Sale of privately held cellular telecommunications company $45 million Daniels & Associates
Purchaser Software Acquisition of shares of Canadian corporation through a merger CN $45.4 million None
Seller Building Materials Asset sale by privately-held company to NYSE-listed company $43 million None
Seller Biopharmaceutical Represented a technology company in its sale of substantially all of its assets to two biopharmaceutical companies and in its subsequent dissolution and liquidation $43 million None
Purchaser Investment Funds Acquisition of investment funds $40 million None
Seller Electronic Materials Merger of two advanced electronic materials companies $40 million None
Purchaser Packaging Tender offer for Canadian public company $40 million Burns, Fry
Seller Transportation Sale of helicopter business $40 million None
Seller Energy and Utilities Sale of energy and utilities services business $40 million Unterberg Towbin
Purchaser Health Care Acquisition of membership interests $38 million None
Purchaser Malt Manufacturer Acquisition of malting plant from privately held Korean conglomerate $37 million None
Purchaser Life Sciences Acquisition of privately held clinical research organization (CR0) $35 million Smith Barney; Pennsylvania Merchant Group
Purchaser Medical Products Acquisition of medical device manufacturer by UK-based healthcare company $32 million none
Investor Biotech Sale of biotech "portfolio company" to a British publicly traded pharmaceutical company $30 million plus earn out None
Target Health Care
Management/Software Services
Merger of publicly traded provider of care management services to hospitals and health systems into a publicly traded software and services company, in a two-step exchange offer/merger $30 million William Blair & Co.
Seller Underwater Sonar and Video Equipment Sale of subsidiary of client and make of fish finding equipment $28 million None
Seller/Licenser Pharmaceutical Sale of product license right to a pharmaceutical company through a spin-off and merger transaction $25 million None
Seller Banking Sale of stock to multibank holding company $24 million None
Seller Materials Handling Equipment Sale of stock $23.5 million None
Seller Software Sale of outstanding securities of privately help company in exchange for common stock $23.5 million None
Purchaser Medical Transcription Services Acquisition of outstanding stock $23.5 million None
Seller Material Handling Sale of substantially all assets of wholly-owned subsidiary $23 million None
Purchaser Employee Benefits Records Manager Acquisition of employee benefits records manager program $22 million None
Target Pharmaceuticals Merger/stock deal for cash and stock $20.9 million None
Purchaser Health Care Purchase of assets managed care services company by Nasdaq-listed insurance company $20 million None
Purchaser Technology Acquisition by AMEX-listed company of a privately-held company for cash and stock $20 million None
Purchaser Software Stock-for-stock merger by a Nasdaq company of a privately-held applications software developer $20 million None
Purchaser Pharmaceuticals Purchase of biotechnology division of international pharmaceutical company $20 million None
Purchaser Telecommunications Purchase of stock of privately-held Australian telecommunications company for cash and securities $20 million None
Seller Consumer Healthcare Sale of South American consumer healthcare business by UK healthcare company to US pharmaceutical company $20 million None
Seller Professional Merchandising Services Structured stock purchase agreement $20 million Cobblestone Advisors
Purchaser Manufacturing Acquisition of stock and warrants to purchase additional shares of stock from maternity fashions manufacturer $19.5 million None
Purchaser Food & Beverages Acquisition by merger of a division of a major beverage conglomerate $18 million None
Purchaser Life Sciences Acquisiton of Nasdaq-listed CRO $18 million Vector Securities; Pennsylvania Merchant Group
Purchaser Food & Beverages Purchase of the assets of a privately-held soft drink bottling company $17.5 million None
Purchaser Software Acquisition of assets of student information systems business $17 million None
Purchaser Software Acquisition of software developer $16.7 million None
Purchaser Water Treatment and Conditioning Acquisition of a commercial water treatment and conditioning enterprise $16.5 million None
Seller Software Sale of software services company to newly-formed subsidiary $16.3 million None
Seller Pharmaceutical Testing Asset sale and purchase agreement with pharmaceutical testing company $15.8 million None
Purchaser Insurance Reverse triangular merger in which client acquired all of target company $15.1 million None
Purchaser Water and Wastewater Equipment Acquisition of a municipal and industrial water and wastewater capital equipment manufacturer $15 million None
Seller Consumer Products Merger of publicly traded consumer products company $15 million Berwind Financial, L.P.
Seller Cosmetics Sale of stock of Nasdaq-listed company $15 million Berwind Financial, L.P.
Purchaser Software Acquisition of privately held software developer by Nasdaq-listed company $15 million None
Purchaser Telecommunications Purchase of stock and assets of privately-held Canadian telecommunications carrier $15 million None
Seller Technology Sale of assets of a Nasdaq-listed company to subsidiary of Fortune 10 company $15 million Compass Capital
Purchaser Consulting Services Management buy-out structured using an ESOP to acquire engineering-consulting business from NYSE-listed company $15 million None
Purchaser Diagnostics Stock-for-stock roll-up of diagnostics businesses $15 million Oppenheimer; Robertson Stephens
Purchaser Managed Care Acquisition of privately-held managed care service provider by Nasdaq-listed insurance company $15 million None
Seller Software Sale of Swedish software company $15 million None
Purchaser Bio-Tech Diagnostics Acquisition of privately held manufacturer of antibodies $15 million None
Purchaser Aircraft Charter Management/Services Acquisition of the assets of an aircraft charter management services business located in New York, and related senior debt, mezzanine debt and equity financings $14 million None
Purchaser Food & Beverages Acquisition of the assets of a division of a multinational food manufacturer $14 million None
Seller Heating and Air Conditioning Contractor and Service Sale of stock of holding company and subsidiaries to electric public utility $14 million Houlihan Lokey Howard & Zukin Capital
Seller Technology/Business Solutions Sale of process manufacturing business $13.5 million Golden Gate Capital
Seller Polymers Business Sale of substantially all of assets used in U.S. operations $13.5 million None
Seller Insurance Sale of stock $13.3 million None
Purchaser Education Acquisition of 100% securities of an educational institution and substantially all of the assets of a virtual educational institution $12 million None
Purchaser Manufacturing Acquisition of privately held maker of vinyl doors and windows $12 million (approximately) None
Seller Building Materials Sale of assets $12 million JP Morgan Chase Bank, N.A.
Purchaser Manufacturing Sale of stock $11.5 million None
Purchaser Wireless communications technology Acquisition of all assets of developer of wireless data communications technology $11.5 million (approx.) None
Seller Data Backup Solutions Sale of assets $11 Cascadia Capital, LLC
Purchaser Chemical Management Acquisition of a chemical management services company through a purchase of assets. $11 million None
Purchaser Pharmaceutical Market Research Stock purchase by publicly held multi-media multinational company of privately held, private equity backed, internet based pharmaceutical market research organization $10.5 million None
Purchaser Sports Acquisition of minor league baseball franchise over $10 million (actual price not disclosed) None
Purchaser Manufacturing Acquisition of Italian manufacturing business £10 million None
Purchaser Pharmaceutical Represented a leading manufacturer of insulin pumps and related technologies, in its acquisition of most of the assets of a developer of non-invasive glucose monitoring devices $10 million None
Seller Plumbing and Heating Supplies Sale of all of the outstanding equity to a nationwide distributor of heating and plumbing supplies $10 million None
Purchaser Medical Transcription Services Acquisition of stock of a speech-to-data-recognition application services provider located in the UK $10 million None
Seller Biotech Sale of biotech company to publicly traded biotech company $10 million None
Purchaser Biotech Diagnostics Acquisition of Nasdaq-listed diagnostics company $10 million Raymond James; Oppenheimer & Co.
Purchaser Contract Research Organization Acquisition by management and venture fund of pharmaceutical services company $10 million None
Seller Electronics Stock for Stock $10 million None
Purchaser Electronic Security Equity commitment to provider of electronic security solutions to multi-location businesses $10 million None
Purchaser Commercial Bakery Acquisition of the assets of a privately held Philadelphia commercial bakery, and related senior debt and equity financings $8 million None
Seller Electronic Payment Technology Sale of division to a global provider of secure payment infrastructure solutions $8 million None
Purchaser Trademark Licensing Acquisition of promotional products industry leader in bankruptcy proceedings $8 million None
Purchaser Health Care (pharma, biotech, life science) Represented a privately held GLP/GCP-compliant contract research organization (CRO), in connection with its acquisitions of a clinical and bioanalytical CRO headquartered in Groningen, The Netherlands and a majority stake in a clinical research company, in a full service phase 1 CRO headquartered in Hyderabad, India €7.5 million None
Purchaser Pipe Fitting Purchase from secured creditor of manufacturing company $7 million Glass & Associates
Buyer Electronic Products Acquisition by Paris branch of UK-based private equity fund of Italian company for US based portfolio company $6 million none
Purchaser Information Technology Staffing Represented management and controlling shareholders in a tender offer followed by short-form merger "going private" transaction $5.5 million Investec (Fairmount Partners) Legg Mason
Purchaser Civil and Structural Engineering Services Acquisition of substantially all of the assets of a leading provider of civil and structural engineering services $5.2 million (+ potential $600,000) None
Purchaser Cryogenic Technology Acquisition of a cryogenic technology service provider $5 million None
Purchaser Diagnostics Acquisition of a publicly traded biotech company $5 million None
Purchaser Hydraulic Power Fluid & Equipment Asset purchase of distributor of hydraulic power fluid equipment and parts and built to order hydraulic systems in Ohio, Michigan, Kentucky and Western Pennsylvania $5 million None
Purchaser Sports Acquisition of minor league professional hockey franchise under $5 million (actual price not disclosed) None
Seller Software Sale of privately held software company to Nasdaq-listed enterprise web solutions company $3.5 million None
Seller Transportation Sale of assets pursuant to bankruptcy proceedings $3.5 million None
Purchaser Service Lifecycle Management Solutions Purchase of substantially all of the assets of a privately-held venture backed company $3.3 million None
Investor Biotech Sale of biotech "portfolio company" to a publicly traded biotech company $3 million plus earn out None
Purchaser Internet Services Provider Tax free reorganization/merger of privately held internet services provider into publicly held provider $3 million None
Purchaser Technology Purchase of common stock on certain purchased assets; purchased assets consisting of proprietary media technology that will be used in combination with new diagnostic tests for food-borne pathogens, including salmonella and E.Coli Approximately $2.5 million (actual price not disclosed) None
Purchaser Material process development Acquisition of U.S. materials product, biosystem and process development firm $2 million None
Purchaser Manufacturing Acquisition of assets of metal products manufacturer $1.5 million None

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