Growing a business is challenging, even with the opportunities offered by today’s global marketplace. Expanding your product and service offerings to your customers requires a strategic vision and focused plan, as well as the resources to pull it all together.
Halma, p.l.c., is an international group of technology companies with its headquarters outside of London, England. Halma has worked with Dinsmore for nearly 25 years. In that time, Dinsmore has represented Halma through a multitude of acquisitions, both domestically and abroad, as Halma has grown to become a global leader in health and safety technology.
When the opportunity recently arose to acquire two companies to boost Halma’s Health and Analysis sector, the company again turned to Dinsmore for counsel. The acquisitions of California-based Sensorex, Inc. and Pennsylvania-based Accutome, Inc., offered myriad challenges. As the deals progressed, it appeared Halma would be able to announce the closings of both transactions to the Stock Exchange on the same day.
Our team worked to structure the asset purchase of Sensorex for $37.5 million and the stock purchase of Accutome for an initial payment of $20 million, handling everything from negotiating and drafting the documents to managing the legal due diligence for both transactions. We assisted Halma with the intellectual property, benefits and employment components of each deal and assisted with all details of closing.
On the Accutome deal, we were faced with the unique task of sequentially structuring the deal to comply with tax law related to the acquisition of Accutome’s Dutch subsidiary. Because of the tax implications of acquiring a subsidiary through one Halma affiliate, while acquiring the parent company through another affiliate, we were asked to ensure that the transaction involving the subsidiary was closed before the U.S. transaction was completed. This required that we coordinate compliance with Dutch requirements in real time, in order to complete the transaction prior to opening of the European markets.
Accutome is primarily known for designing diagnostic equipment used to identify eye conditions and for innovative surgical instruments. Sensorex, a manufacturer of electrochemical water sensors, will enable Halma to enhance its water analysis and water quality programs. Assisted by Dinsmore’s counsel, Halma continues to grow and expand its product offerings to clients and position itself as an industry leader.
We have defended clients in challenges to their patents from a wide variety of NPEs. Several representative examples of patents we have defended are below:
- Cascades Publishing Innovation, LLC: U.S. Patent 8386484
- Data Speed Technology LLC: US Patent 5,867,686 – High speed real-time information storage system
- eTagz: US Patent 7,503,502 – Computer readable hang tag and product
- eTagz: US Patent 7,703,686 – Consumer computer-readable product label apparatus and method
- eTagz: US Patent 6,298,332 – CD-Rom product label apparatus and method
- eWatch: US Patent 6,970,183 – Multimedia surveillance and monitoring system including network configuration
- Helfrich Patent Licensing: Various US Patents related to mobile device technology
- Honeywell International, Inc.: Various US Patents related to bar code and QR code technology
- Infinite Data, LLC: US Patent 5,790,530 – Message passing multiprocessor system)
- Innovatio IP Ventures: Various US Patents related to local area network radio frequencies and multiple channel wireless access
- Lemolson Foundation: Various US Patents relating to bar code technologies
- Lodsys: US Patent 7,222,078 – Interactive applications (smartphone apps)
- Mobile Logistics: Various US Patents related to transportation yard management systems
- MPHJ (formerly Project Paperless): Various US Patents related to computer architecture and document management
- Pragmatus Telecom, LLC: US Patent 6,322,231 – Method and system for coordinating data and voice communications via customer contract channel changing system using voiceover IP)
- Round Rock: Various US Patents related to radio frequency identification
- TPQ Development LLC: US Patent 5,412,730 – Encrypted data transmission system employing means for randomly altering the encryption keys)
- US Ethernet Innovations: Various US Patents related to Ethernet connections and point of sale
- Wireless Media: Various US Patents related to transportation yard management systems
- You Technology, Inc.: Various US Patents related to biometric technology
Acquisition of Ophthalmic Surgical Product Company
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