Mergers & Acquisitions

We provide diligent, practical, and cost-effective support to our clients through every stage of their deal.  We are passionate about working with our clients to quickly solve problems and close transactions on terms that provide maximum value to all parties involved.

Because of our team-oriented business model, you can be assured that we will staff your project efficiently, providing you direct access to our most senior lawyers when needed, and the support of skilled associate attorneys, paralegals and support staff as appropriate. This collaborative approach to staffing, coupled with our full service capabilities, also ensures that sophisticated practitioners in related key areas such as tax, intellectual property, labor and employment, securities, litigation, real estate and bankruptcy will be readily available if the need arises.

The experienced M&A attorneys at Cairncross & Hempelmann represent public and private entities on a wide range of business transactions, including:

  • Mergers
  • Asset and stock purchases and sales
  • Reorganizations
  • Joint ventures and strategic alliances
  • Spin-offs
  • Buyouts

We represent companies in transactions both big and small, and our clients operate in a variety of industry segments, such as:

  • Technology
  • Telecommunications
  • Retail, Hotel and Restaurant
  • Transportation
  • Healthcare
  • Life Sciences
  • Services
  • Manufacturing

Attorneys in the Mergers & Acquisitions group have represented clients in the following transactions:

  • Since 2004, we have represented Microsoft Corporation and its affiliates in over 25 acquisitions, dispositions, and strategic investments. These transactions have involved companies located throughout the United States, across Europe, and in Israel. We also established the initial investment documents for seed-round investments by the Bing Fund.
  • Represented management of WaveDivision Holdings, LLC in its $1 billion acquisition by company by a private equity firm and related financing transactions.
  • Represented WaveDivision Holdings, LLC, a broadband services company, in its $50 million acquisition of Black Rock Cable, a fiber connectivity provider, and its $32 million acquisition of Broadstripe, LLC, a cable and internet provider.
  • Represented Kosan BioSciences, a life sciences company, in a $244 million all-cash tender offer by Bristol-Myers Squibb.
  • Represented Interstate Distributor Co., a freight transportation company, in the sale of its stock for $100 million to Saltchuk Resources Inc.
  • Represented Smoki Foods, Inc., a fish processing company, in the $55 million sale of its assets to Icicle Seafoods, Inc.
  • Represented Tempress Technologies, a developer and manufacturer of patented oil drilling tools, in the $52.5 million sale of its business, IP, and other assets to Oil States International.
  • Represented ZAAZ, Inc., an online and interactive marketing services business, in the $35 million sale of its assets to Wunderman Worldwide, LLC.
  • Represented Covelix in the sale of its software consulting and development services business operated under a U.S. parent corporation and Indian subsidiaries.
  • Represented Choice Medical Supplies, Inc., a medical supply company, in the $28 million sale of its stock to Byram Healthcare Centers, Inc.
  • Represented Codesic, Inc., an IT consulting services business, in the $22 million sale of its stock to CGI Technologies and Solutions, Inc.
  • Represented GTO, LLC, a hospitality company, in the $20 million acquisition of the luxury bus transportation business of Meridian Transportation Resources, LLC.
  • Represented DeFi Mobile in the $20 million acquisition by Lion Capital Holdings.
  • Represented kiss.com, an on-line dating business, in its $17 million sale to uDate.com, a publicly traded company.
  • Represented Island Hospitality Services, LLC in preparation and negotiation of the purchase of a majority equity ownership position in a Hawaii destination management company with an aggregate purchase price of $12.5 million.
  • Negotiated an agreement for the purchase by Seattle Hospitality LLC of an 80% controlling interest in an operating company at a purchase price of $12 million.
  • Represented Eden Systems, Inc. in connection with the sale of their stock to a public company with a purchase price of approximately $12 million.
  • Represented the two principals of Synapse, an engineering consulting firm in connection the $12 million sale of equity to a company-sponsored ESOP.
  • Represented Columbia Nutritional Service, Inc., a nutritional products manufacturer, in an $8 million asset sale.
  • Represented Streamworks International, a fly fishing company, in several industry acquisitions and its subsequent sale to 3M Scientific Angler.
  • Represented Wireless Services Corporation in raising a total of $10 million in three private offerings and the acquisition of a private wireless telephone provider based in Atlanta, GA.
  • Represented HP Innovations LLC in connection with the $5 million acquisition of the assets of IDL Precision Manufacturing, an aerospace parts manufacturer.
  • Represented Lancs Industries Holdings, LLC, in its $5 million acquisition of Azabu Corporation, a manufacturer of hazardous materials safety protection clothing and products.
  • Represented AG Entertainment, Inc. in the sale of its assets to Dropbox, Inc.
  • Represented BubbleDeck North America, Inc., a green concrete floor deck manufacturer, in the reorganization and merger of its U.S. and Canadian operations.
  • Represented Eagle Plains as U.S. counsel for Canadian public company spin-out transaction of Yellowjacket Resources and cross-border private equity financings.
  • Represented the owner of Modern Dental Laboratory USA in connection with the sale of his equity ownership to a Chinese dental products manufacturer.
  • Represented Pacific Biomarkers, a biotechnology company, in the sale of its clinical trial laboratory services business.
  • Represented Perlego, Inc., a developer and marketer of mobile security applications, in the sale of its assets.
  • Represented NorWesTech, Inc., a public company, in a reverse merger transaction with Grandparents.com and concurrent PIPE offering.
  • Represented the owners of Northwest Security Services, Inc. in the sale of 49% of the equity ownership of the company with provisions for future transfers of the remaining 51%. The transaction was valued at $2 to $2.5 million.
  • Represented Vanson Inc., a clean water technology company, in its acquisition of HaloSource.