Representative Engagements
The following transactions are representative
of the mergers and acquisitions Davis Wright Tremaine has handled
in recent years. We represented:
- Lanoga Corporation, through its United
Building Centers division and its subsidiary, Lumbermen's of Washington,
Inc., in 17 acquisitions of building materials stores and chains
of stores and truss plants.
- A national gift products manufacturing
company in connection with multiple acquisitions of companies
manufacturing similar products.
- A privately held nationally recognized
media company in connection with the company's reorganization
and sale, $24,000,000.
- A publicly traded printing and graphics
company in connection with the acquisition of a privately held
competitor, $50,000,000.
- Alaska Power and Telephone Company in
connection with nine acquisitions of various telecommunications
companies and power companies.
- Apex Inc. in connection with the partial
redemption of shares from its founder, the simultaneous sale of
a significant equity interest to outside investors, and the company's
subsequent public offering.
- Aviation Methods, Inc.'s purchase of
assets of Regent Jack Manufacturing Ltd., an airplane equipment
company.
- Bank of America and Seafirst, as sellers,
in connection with disposing of approximately 40 bank properties
in Washington, Oregon and Idaho, $20,000,000.
- Buckner News Alliance's purchase of
Ogden Newspapers, in Minot, North Dakota, Tiffin, Ohio and Lewistown,
Pennsylvania, $40,000,000.
- C.R. Bard, Inc. in its merger with C.R.
Bard of Bainbridge Sciences, a medical diagnostics company.
- Centennial Holdings, Ltd. in their acquisition
of First American State Bank (FASB) through stock and cash merger
of FASB into Centennial Bank, approximately $5,400,000.
- CliniShare in its acquisition of five
home health agencies, $3,000,000.
- Cogent Data Technologies, Inc. in their
acquisition by Adaptec, Inc. through publicly registered stock-for-stock
merger, approximately $68,000,000.
- Delrina Corporation in its acquisition
by merger of Amaze, Inc., a software company.
- Dynacare Health Group, Inc. in its acquisition
of Skagit Valley Laboratories, Inc., a pathology laboratory, approximately
$15,000,000.
- Fluke Corporation in its acquisition
by merger of Forté Networks, Inc. General Electric Capital Corporation
in the potential acquisition of a significant equity interest
in a company providing a branded discount prescription drug purchase
and payment system.
- Gensoft, Inc. in its purchase of Bumblebee
Software, Inc.'s assets and technology license. GenSoft, Inc.
in its sale of assets and technology license acquired from Bumblebee
Software, Inc. to Computer Associates.
- Global Water Industries, Inc. in its
merger with EC Systems, Inc. in stock-for-stock consolidation,
approximately $5,300,000.
- Icy Waters International, Inc. in its
acquisition of fish farms on Indian reservation, $1,000,000.
- Kidder International, Inc. in its sale
of its water ski business assets to Esmark, Inc., approximately
$8,000,000.
- Management in the leveraged management
buyout of an international grass seed developer and distributor.
- Minami Sports Co., Ltd. in acquiring
all of the stock of Local Motion, Inc., a retail clothing store.
- Minority shareholders in acquiring control
of the largest egg producer in Oregon, and consolidating its principal
supplier.
- Optimas Corporation in its acquisition
by FLIR Systems, Inc., through publicly registered stock-for-stock
merger, approximately $5,500,000.
- Penwest's purchase of assets of Great
Western Malting.
- Quality Plastics Co., Inc. in the sale
of its business assets and its real property, approximately $8,000,000.
- Representation of a public company which
was the target company in $78,000,000 negotiated tender offer
from another public company.
- Representation of a public company in
the $12,500,000 stock sale of a wholly owned subsidiary, including
negotiation of letter of intent and stock purchase agreement and
advising regarding SEC disclosure requirements.
- Representation of a financial institution
which financed the purchase of a manufacturer and distributor
of farm equipment, in excess of $300,000,000.
- Representation of a financial institution
which financed the purchase of a manufacturer and distributor
of heating and air conditioning units, in excess of $200,000,000.
- Representation of an NBA basketball team
in obtaining financing to purchase an NBA franchise.
- Representation of the purchaser of more
than 50 Taco Bell restaurants in the Midwest.
- Representation of Craig McCaw telecommunications
companies in more than a dozen substantial acquisitions and divestitures.
- Representation of a major West Coast
ship repair company in the sale of all stock, $5,000,000.
- Resource Group International in its contested
acquisition by merger of Banyan Mortgage Investment Fund.
- Sale of stock of Christian Brothers and
separate asset sale of tradename/trademarks.
- The Seattle Times Company in various
publishing industry acquisitions.
- Smith Brothers Farms, Inc., parent company
of Smith Tractor and Equipment, Inc., in a stock redemption (after
completion of sale of Smith Tractor's assets) of minority shareholders,
$7,000,000. Smith Tractor and Equipment, Inc. in its sale of substantially
all its assets, $70,000,000. Teleres (a Dow Jones/Aegon joint
venture) in the acquisitions of the electronic division of Black's
Guide, Inc. and the licensing of various real estate data bases
from various data providers.
- The shareholders of an injection molding
plastics company in connection with the sale of the company, $8,000,000.
- Toucan Software, Inc. in its sale of
software asset to Banyan Systems, Inc., $1,000,000.
- Trionics Technology, Ltd. acquisition
by stock purchase of Comptec, Inc., an electronics company. TSA
International Limited in its acquisition of real property assets
located in Hawaii, New York, Los Angeles, San Francisco and Paris,
$700,000,000.
- Van Halteren Metal B.V.'s stock purchase
of T&W Forge, Inc., a metal forging company, $15,000,000.
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