Experience
Counseled Client in its Acquisition of a $1.9 Billion Publicly Traded Financial Holding Company.
Peoples Bancorp Inc. has engaged us for a variety of significant projects involving M&A and regulatory matters over the last 12 months. We partnered with Peoples on its most significant acquisition to date with our team, the purchase of Premier Financial, a $1.9 billion dollar public company with financial operations in seven states. This was a complex deal requiring a deep and broad team to handle a three-step merger, shareholder approvals, various regulatory approvals, and multi-state filings. The team was heavily involved in negotiating proper allocations of risk, transaction documents, and leading diligence, working hard in a compressed timeframe to get to signing. Other projects completed with Peoples included advising on a variety of corporate governance matters and regulatory matters.
Counseled Leading ULT Freezer Company through Merger
We counseled our client, Stirling Ultracold, an innovative developer and manufacturer of ultra-low temperature (ULT) freezers for life science and biopharma research, through its merger with BioLife Solutions, Inc., a developer focused on bioproduction devices used in cell and gene therapies. The all-stock mergers was in excess of $230 million.
Stirling’s CEO saw the potential for increased demand for the company’s freezers during the COVID-19 pandemic as the freezers were a direct competitor to dry ice used in storing the COVID-19 vaccine. Merging with BioLife enabled Stirling to execute an aggressive strategic plan marketing and selling its freezers. Dinsmore served as the company’s general counsel since 2019, and our team of attorneys brought experience in mergers and acquisitions, labor, insurance, and life sciences, all of which was necessary to fully understand and address the company’s specialized needs. We counseled our client through the merger while simultaneously defusing challenges. Our team’s collective experience enabled Stirling’s executives to address the company’s short-term needs while also achieving its long-term goal.
“The entire team at Dinsmore was, by far, the best engagement I have had in the 15-plus strategic transactions I have done throughout my career,” said previous Stirling Ultracold CEO Dusty Tenney, now COO and president at BioLife. “Their responsiveness, engagement, availability and deal leadership were extraordinary from LOI to closing.”
Counseled Financial Services Holding Company through $290 Million Merger
Our attorneys counseled Peoples Bancorp Inc., a diversified financial services holding company, in its acquisition of Premier Financial Bancorp, Inc. and its subsidiaries. The merger, valued at roughly $290 million, enabled Peoples to grow its reach and customer base in exiting market while expanding into such states as Maryland, Virginia and Washington D.C. Peoples regularly looks for ways to grow strategically through mergers and consolidation, and our attorneys counseled our client throughout the process, from due diligence, negotiations of the definitive agreement and preparation of the applications, registrations and filings to the SEC, Federal Reserve, and other state regulatory agencies. Because of the complexities of the public companies involved, and desire to announce the transaction in-line with earnings releases, our attorneys worked quickly and strategically, considering and planning for any possible challenges and scenarios that could arise during negotiations while simultaneously working to meet all local, stand, and federal standards.
Asset Sale
Represented a software development company in the sale of business in order to settle litigation between hostile shareholders.
Cash Merger
Acquisition of venture-funded imaging software company by cash merger.
Client acquires multi-state mobile imaging company
We represented a client in its acquisition of a multi-state mobile radiology company and several years later represented the same client in its sale to a national company.
Representation of Pharmaceutical Companies
Representation of many pharmaceutical companies with licensing of products, acquisition and divestitures of assets.
Representation of Richwood Pharmaceuticals, Inc.
Representation from inception of Richwood Pharmaceuticals, Inc., through sale to British based plc. Flagship product is Adderall, an attention deficit disorder drug.
Representative Transactions:
1. Acquisition of Rexar Pharmacal, N.Y based manufacturer of products, including Obetrol, which after additional research and configuration became the Adderall® line of products approved by the FDA.
2. Acquisition of Manufacturing Chemists, Inc, Indianapolis based manufacturer of women's health product line. Assets included plant and facilities, product lines, and intellectual property.
3. Negotiation and implementation of multiple rounds of venture capital financing in support of development and marketing operations in the growth and development of Adderall prior to sale to Shire Group plc.
4. Negotiation and sale of Richwood Pharmaceuticals, Inc. to British based plc. Flagship product was Adderall® for attention deficit disorder.
Representation of U.S. Subsidiary of British Based plc
Representation of U. S. subsidiary of British based plc in selected transactions as follows:
1. Acquisition of Atlantic Pharmaceutical Services of Columbia, Maryland via stock purchase transaction. Handled all aspects of transaction inclusive of due diligence, real estate, bond financing modifications, intellectual property issues and other matters related to fully effecting transaction.
2. Sale of over the counter product line, inclusive of products Colace and peri-Colace, to Purdue Pharma L.P. Negotiated asset transaction and all aspects related thereto for sale of product line inclusive of distribution and other arrangements.
3. Reorganization of investment in Qualia Computing, Inc., a medical equipment company in Dayton, Ohio that produced breast imaging machines. Reorganization effected via recapitalization of Qualia. Participated in all aspects of negotiation and documentation of the transaction.
Strategic Acquisition of a Pump Manufacturer with Operations in China and the U.S.
A global marketplace has increased opportunities for businesses to expand their offerings, and taking advantage of these opportunities can be the deciding factor in a company’s long-term success. Halma p.l.c (Halma), one of the world leaders in health and safety technologies, has consistently sought strategic acquisitions to strengthen their business, and they turned to Dinsmore to counsel them through their latest transaction. We represented Halma through the share purchase of Thinketron Precision Equipment Company Limited, which included its subsidiaries, the China-based Baoding Longer Precision Pump and the U.S.-based Langer Instruments Corporation. The company manufactures and markets peristaltic, syringe and gear pumps used in laboratory, medical and industrial settings. We served as primary deal counsel throughout the transaction, performing due diligence, drafting all related documentation and handling the closing. The transaction, which was valued at approximately $34 million, was heavily negotiated and featured challenges in complying with the myriad of Chinese regulations regarding share transfers and corporate governance. Additionally, we also managed a large team of local counsel, ensuring Halma’s objectives were met at each step of the process. Upon completion, the transaction was Halma’s first major acquisition in China, and significantly strengthened their offerings in health and safety technology.
Counseled Equity Firm through its First Acquisition
Dinsmore represented Prather Capital Partners, a newly established private equity firm, through its first acquisition. Our counsel included deal structure assistance, preparation and negotiation of the asset purchase agreement and ancillary documents, as well as the preparation and negotiation of the equity capital raise and senior debt financing documents. The transaction will enable Prather Capital Partners to lay the groundwork for their bio-medical manufacturing platform which will meet the needs of a fast paced industry.
Guided Long-time Client Through Life Cycle of Company Sale
We guided our long-time client Pak-Sher, a U.S. manufacturer of innovative carryout and kitchen prep plastic packaging, in its sale to Revolution, a leading plastics provider for closed loop plastic solutions. Our attorneys represented our client through all aspects of the sale process, which included counseling the company’s leadership on transitional elements, from personnel changes to shareholder matters. Shareholder matters included drafting a proxy statement in soliciting shareholder approval of the transaction and the ultimate liquidation and dissolution of the company. Post-close, we continued to provide assistance to our client on transaction-related items and the winding-up process, which included drafting a long term plan of complete liquidation and dissolution.
Counseled Client Through Principal Exit Plan and Sale of Company
When the owners of our construction company client were ready to retire and sell their business, we represented and advised the company through the sale process, beginning to end.
Counseled Client through Strategic Acquisition of School Transportation Company
We counseled our client, a privatized school transportation company, during its acquisition of an Illinois-based student transportation service provider for special needs students and their families. This acquisition, a logical next step, extended our client’s market presence in Illinois and strengthened its commitment to developing and implementing best practices for transporting special education students. Our team of attorneys performed extensive diligence in preparation of closing, which touched on a multitude of different areas unique to the transaction, such as state and local taxes, and specific to our client’s industry, including regulatory requirements. We diligently worked together with seller’s counsel to achieve a desired result for our respective clients.
Asset Sale
Represented distressed holding company in $30,000,000 divestiture of basketball equipment manufacturing business.
Asset Sale
Represented distressed holding company in $15,000,000 divestiture of non-core services business.
Divesture of Business Units By Chapter 11 Debtor
Represented Chapter 11 debtor in the $25,000,000 sale of numerous non-core businesses in court-approved transaction.
Performed Due Diligence on a Potential Acquisition Target
We performed key diligence on a U.S. target for acquisition by European companies ultimately owned by a Chinese conglomerate. We assisted the client to understand the target in detail, and then ultimately did not pursue the transaction, which was a win for the client.
Public Company Asset Sale
Represented a publicly-held company in the sale of portfolio business in a cash for assets transaction with a principal competitor.
Sale of Start-Up Tech Company
Among numerous sales of small to large start ups, we handled the sale to a French Public Company of a private company involved in software consulting and integration for B-2-B applications and interfaces with SAP and Oracle ERP systems: e-Purchasing, e-Sourcing, e-Procurement and e-Invoicing. Closed this transaction in record time: one and a half weeks. This favorable result was made possible by Dinsmore’s deep bench of Mergers and Acquisitions, Intellectual Property, Tax, International and Employee Benefits lawyers.
Counseled Nonprofit in Sale of Two Nursing Homes
We represented an owner in the $14 million sale of two nonprofit nursing homes in Ohio. Our role included negotiating terms of the sale, negotiating a purchase agreement, coordinating due diligence, filing appropriate documentation with state regulators, handling special considerations for the sale of a nonprofit property, and closing the transaction.
Counseled Nursing Home Owner in Sale of Two Nursing Homes
We represented an owner of nursing homes in the sale of two Ohio facilities. Our role included negotiating terms of the $16.7 million sale, negotiating a purchase agreement, coordinating due diligence, filing appropriate documentation with state regulators, resolving real property issues at the sites, and closing the transaction.
Represented a Bank Holding Company in an Acquisition
We counseled our client (United Bancshares, Inc.) through its merger with another bank (Benchmark Bancorp Inc.). The merger allowed our client to expand their presence in the Columbus, Ohio market. Our role included negotiating terms, drafting documents, preparing regulatory applications, preparing securities disclosures and closing the transaction.
Represented the Owner of a Chemical Manufacturer During the Company’s Sale
We assisted the sole owner of a company that manufactured specialty chemical dyes in selling most of the assets of the company to a large conglomerate that had been a former customer. Our team handled negotiations with the buyer from the beginning to the end, and both sides closed the transition content they had received adequate value in the transaction.
Sale of Closely-held Pet Food and Supplies Company
Dinsmore served as lead counsel representing the sellers of a closely-held pet food and supplies business headquartered in Louisville, Kentucky with an enterprise value in excess of $70 million, in an extensive corporate reorganization, including the conversion of an S Corporation to a limited liability company, and a subsequent sale of a majority equity stake in the newly-formed limited liability company to an international private equity firm.
Acquisition of Acute Care Hospital
Dinsmore represented a non-profit health care enterprise in the multi-million dollar acquisition of a closely-held acute care hospital and related multi-million dollar financing transaction.
Acquisition of Interest in Laser Technology Company
Dinsmore was lead counsel representing a private equity firm in its acquisition of an ownership interest in a laser technology company.
Merger of Multi-state Non-profit Electrical Cooperatives
Dinsmore served as counsel with respect to the merger of two non-profit electrical cooperatives providing electrical services to more than 40,000 members in Kentucky and Tennessee and provided assistance with obtaining associated regulatory approvals.
Acquisition of Community Bank
Dinsmore represented a publicly-traded community bank in its multi-million dollar merger with Ohio-based bank holding company and community bank in exchange for cash and stock of the publicly-traded community bank.
Acquisition of Payroll Services Company
Dinsmore represented a private buyer in the acquisition of a controlling interest in a payroll and related services company and corresponding private securities offering under Regulation D.
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