*PR Corpdeals02 MECH .19(R2)
Total Page:16
File Type:pdf, Size:1020Kb
2OO1 ANNUAL DEALS REPORT PROSKAUER ROSE CORPORATE DEPARTMENT PROSKAUER ROSE Table of Contents 2 Mergers & Acquisitions 6 Venture Capital /Private Equity Funds 8 Technology, Media & Telecommunications 10 Securities Offerings 12 Banking & Finance 14 Hospitality 15 Sports & Entertainment 16 Medical Technology & Pharmaceutical 17 Restructurings 19 International 21 Corporate Department Attorneys 2OO1 ANNUAL DEALS REPORT The Corporate Department of Proskauer Rose LLP is pleased to present you with our Annual Deals Report for 2001. The Proskauer Corporate Department consists of over 130 attorneys worldwide, with offices in New York, Los Angeles, Paris, Boca Raton and Washington D.C. We advise clients throughout corporate America, Europe, Israel and Latin America in a full range of sophisticated financial transactions PROSKAUER ROSE and in daily business and regulatory matters. This report highlights our dynamic transactional practice, including mergers and acquisitions, public offerings and private placements, venture capital and fund transactions, and financ- ings and restructurings. We are committed to excellence and teamwork in the service of our clients in industries ranging from telecommunications and media, to sports and entertainment, hospitality, technology, pharmaceutical, banking and others. We thank our clients for the work that you have entrusted to us and look forward to continued growth and success in 2002. Steven L. Kirshenbaum Arnold J. Levine 212.969.3295 212.969.3310 [email protected] [email protected] 2oo11 THE BENJAMIN COMPANY Represented The Benjamin Company in connection with its sale of certain airport retail outlets and related leases to WH Smith. Jack P. Jackson BIOVAIL CORPORATION Represented Biovail Corporation in the completion of its $400 million-plus acquisition of the North American rights to the Cardizem family of prod- ucts from Aventis Pharmaceutical Inc. Arnold J. Levine, Allan R. Williams, Rachel Parsons BOSTIK FINDLEY,INC. ALCATEL Represented Bostik Findley, Inc. in its acquisition of Represented Alcatel in acquisition of Astral certain assets of the commercial ceramic tile Point Communications, Inc., a privately held cor- and flooring business unit of DAP Products Inc. poration located in Boston, Massachusetts. Astral Purchase price was $25 million. Ronald R. Papa, Point creates next-generation SONET metropoli- Gail S. Port, Michael R. Neidell tan optical systems. Under the terms of the MERGERS & ACQUISITIONS merger agreement, Alcatel will issue an aggregate BOYKIN MANAGEMENT COMPANY of 9 million Class A ADSs and shares for all of the Represented Boykin Management Company Limited outstanding capital stock, options and warrants of Liability Company (“BMC”), an entity principally Astral Point.The acquisition has an implied value owned by Robert W.Boykin, Chairman of the of €153 million. Lauren K. Boglivi, Stanley Board and Chief Executive Officer of Boykin Komaroff, Janet B. Korins, Gail S. Port, Andrea S. Lodging Company (a NYSE hotel REIT), in con- Rattner, Richard H. Rowe, Delia M. Spitzer, Aliza R. nection with the sale on January 1, 2002 by BMC Cinamon, Paula M. Corsaro, Deniz Haupt, Susan to Boykin Lodging Company of membership inter- Joe, Mark W. Levine, Amanda H. Nussbaum, ests in 16 companies holding leases for 25 hotel Michael J. Perloff properties in 14 states in consideration for REIT Represented Alcatel in its acquisition of Kymata securities and OP Units. Ira Akselrad, Perry A. Ltd., a leading European technology company that Cacace, Michael E. Feldman, Jeffrey A. Horwitz, concentrates on developing and manufacturing Allan R. Williams, Nicholas Athanail, David A. optical components and sub-systems for optical Bondy, Andrea Morgan, Yuval Tal, Lana T. Yang networks.The acquisition is valued at $122 million. Jean-Philippe Berthet, Lauren K. Boglivi, Stanley CARD GUARD SCIENTIFIC SURVIVAL LTD./ Komaroff, Richard H. Rowe, Delia M. Spitzer, LIFEWATCH HOLDING CORPORATION Christopher M. Jaskiewicz Represented Card Guard Scientific Survival Ltd., an Israeli company traded on the SWX Swiss Ex- THE ALPINE GROUP change, and its wholly owned subsidiary LifeWatch Represented Alpine in connection with the acquisition of Holding Corporation in $18 million acquisition of PolyVision, an international manufacturer of visual substantially all the assets and business of Quality communication products by Steelcase, a leader in Diagnostic Service, Inc., a subsidiary of Medical Health- the office furniture industry, for approximately care, Inc. Jeffrey A. Horwitz, Michael L. Eden, Yuval Tal $180 million in cash (including assumption of debt and related transaction costs). Alpine is the largest CHARTERHOUSE GROUP PORTFOLIO shareholder of PolyVision. Ronald R. Papa, Michael COMPANIES R. Neidell, Kristen W. Prohl Represented Cross Country TravCorps, a port- folio company of the Charterhouse Group, in its 2 acquisition of the ClinForce division of Edgewater INFORMA GROUP PLC Technology, Inc. Lauren K. Boglivi, Stephen W. Rubin Represented Informa Group plc and its subsidiary, Represented NetCare Health Systems, a Informa USA, Inc., in the $45 million acquisition Charterhouse company, in connection with the of all of the outstanding stock of MCM Group. $31 million sale of six community hospital sub- Inc., which is engaged in the business of providing sidiaries to Sunlink Health Systems. James D. fixed income, equity and foreign exchange infor- Meade, Stephen W. Rubin, Ricky Chung, Jeanmarie mation to financial institutions. Bertram A. Abrams, LoVoi, William Marroletti Robert K. Kane Represented MP Total Care, a Charterhouse company, in the acquisition of the Respiratory INSTITUTO GRIFOLS, S.A. Pharmacy Business of Dura Pharmaceutical. Represented Instituto Grifols, S.A., a subsidiary of Stephen W. Rubin, Sarah J. Deitch Probitas Pharma, S.A., a Spanish company engaged Represented Eos Corporation, a portfolio com- in the business of manufacturing, processing and pany of the Charterhouse Group, in connection distributing medical products, in the acquisition with the sale of Eos to Celetron International. of SeraCare, Inc., an operator of plasma collection Stephen W. Rubin, Stephen F. Reed centers headquartered in Los Angeles, California, for $116.5 million, plus the assumption of debt for CIBC WORLD MARKETS CORP. a total deal value of approximately $150 million. Represented CIBC World Markets Corp. as financial The transaction also involved the spin-off to advisor to: SeraCare’s stockholders of SeraCare’s Life Sciences Genesys S.A. in $200 million acquisition of subsidiary (formerly known as The Western State Vialog Corporation. Group, Inc.). Proskauer also advised Probitas Special Committee of the Board of Directors of Pharma on the financing for the transaction. Arnold Mikasa, Inc. in $245 million acquisition by J.G. Du- J. Levine, Edward S. Kornreich, Carlos E. Martinez, rand. Peter M. Fass, Jeffrey A. Horwitz, Jennifer Kim Stuart L. Rosow, Richard H. Rowe, Dale A. Schreiber, Janice K. Smith, Michael L. Eden, Herschel Goldfield, CROSS COUNTRY,INC. Robert Ivanschitz, Michael A. Katz, Judy Lee, Oliverio Represented Cross Country, Inc. (Nasdaq: CCRN) in the Lew, Steven A. Meetre, Carla Passos, Stephen F. Reed, purchase of the assets of the NovaPro healthcare Andrew Rettig, Jonathan E. Rich, Matt Sabloff staffing division (Tampa,FL) of HRLogic Holdings, Inc., a professional employer organization. ISRAEL AIRCRAFT INDUSTRIES LTD. Lauren K. Boglivi, Stephen W. Rubin, Solomon L. Represented Israel Aircraft Industries in the acquisition Warhaftig, Christopher M. Jaskiewicz, Michael A. by Gulfstream Aerospace, a subsidiary of General Katz, Ross H. Klenoff, Jennifer Silver Dynamics, of Galaxy Aerospace Co. LP for $330 million in cash. Galaxy was owned by Hyatt Corp. DAWN HOMES and Israel Aircraft Industries Ltd. Ira Akselrad, Represented Dawn Homes in the $66 million sale of Jeffrey A. Horwitz 33 properties in four different states. Ira Akselrad, James Meade, Jay D. Waxenberg, Ricky Chung, JOHN MORGAN Jason D. Fernbach, William Marroletti Represented John Morgan in the sale of Morgan Lewis Githens & Ahn,a broker-dealer,to MLGA Holdings. DONNA KARAN INTERNATIONAL Julie M. Allen, Arnold S. Jacobs, Kathy H. Rocklen, Represented Donna Karan International in its acquisition Rachel S. Lerner by LVMH Moet Hennessy Louis Vuitton, the world’s largest luxury goods company, in a trans- THE LAIRD GROUP PLC action valued at $240 million. Arnold S. Jacobs, Represented The Laird Group in a purchase by a Gregg M. Mashberg, Andrea S. Rattner, Henry O. subsidiary of R&F Products, Inc. R&F produces Smith III, Michael A. Katz, Michael R. Neidell (Continued) 3 microwave absorber products for the telecommu- MOORE CORPORATION LIMITED nications and defense industries (where the prod- Represented Moore Corporation Limited (TSE; NYSE: ucts are used for stealth technologies). Steven L. MCL) in its sale of Phoenix Group, a provider of CONTINUED Kirshenbaum, Gail S. Port, Aliza R. Cinamon, Jon integrated marketing and customer relationship H. Oram, Jonathan W. Stein management services, to Minacs Worldwide Inc. (TSE: MXW). Allan R. Williams, Ronald S. Kornreich LINCOLNSHIRE MANAGEMENT,INC. Represented Lincolnshire Management, Inc. in its acquisi- PITNEY BOWES, INC. tion, through an affiliate, of all the stock of the Represented Pitney Bowes, the world leader in the MERGERS & ACQUISITIONS seven subsidiaries that comprise the Team Sports development, manufacture and distribution of Division of Riddell Sports Inc. (AMEX: RDL),