Represented a U.S. public company in its acquisition of a Canadian/Swiss sporting goods importer/reseller in parallel Canadian stock purchase and SEC-registered U.S. stock merger transactions.

When Peoples Bancorp sought to expand their geographic footprint, they turned to Dinsmore for counsel. We guided Peoples Bancorp, Inc., the parent company of Peoples Bank, NA, through the acquisition of Sistersville Bancorp, Inc., the parent company of First Federal Savings Bank. We counseled the client through the transaction, beginning with due diligence, assessment of the risks and benefits and the structuring of the transaction. We also negotiated and drafted the documents for the acquisition, which included the merger of the two holding companies and the subsequent merger of the two subsidiary banks, resulting in two additional full-service bank branches for Peoples Bank located in Sistersville and Parkersburg, West Virginia. We also worked with the client to ensure compliance with banking regulators, including the Federal Reserve, the Office of the Comptroller of the Currency and various state organizations, and handled all of the regulatory application filings. We also counseled the client through transitioning and terminating employee benefits plans to ensure legal compliance and compliance with People’s plans. The acquisition, which was completed for aggregate cash consideration of approximately $9.81 million, enables the client to continue their growth into new markets and positively impact their earnings in the near future.

Represented Purchaser in the $18 million stock purchase of a school bus company. Dinsmore assisted its client, the U.S. division of a publicly-traded United Kingdom company, with the acquisition of a Pennsylvania-based school bus company.

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.

Represented a closely-held dry ice blasting equipment manufacturer in its purchase of its primary competitor from Canadian parent.

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.

Our firm represented Graeter's in their purchase of fifteen retail stores from Superior Tasting Products, LLC, a former franchisee.

Represented client in the acquisition of a foreign company with particular software expertise. Representation included analysis of IP clearance issues and IP protection strategies.

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.

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

We represented an ambulatory surgery center in its sale to a hospital.

Structured and negotiated employee purchase of the assets of a printing facility from its publicly traded owner.

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.

Dinsmore & Shohl represented Procter & Gamble in its purchase of all assets of Giorgio of Beverly Hills.