Mergers & Acquisitions
2007 Representative Transactions
Congratulations to Our Clients
on a Successful 2007
Mergers and Acquisitions
Our Mergers and Acquisitions Practice Group represents acquirers and sellers in
negotiated and contested mergers and acquisitions transactions involving publicly held
and private companies. We have comprehensive expertise and extensive experience
with mergers, stock purchases, tender offers, asset purchases, leveraged buyouts, share
exchanges and proxy contests. Additionally, we have extensive experience representing
management groups, special committees, commercial lenders, investment bankers and
private equity investors.
Because our M&A Practice Group has access to Manatt’s national and international
resources and depth of practice, we are able to collaborate with colleagues throughout
the firm to handle all aspects of deals ranging in size and complexity. We have
the resources and practical experience to complete the largest and most complex
transactions anywhere in the world.
In 2008, our hard work continues to help our clients achieve their ambitious goals,
and provides a superior level of professional service that distinguishes Manatt from its
competitors.
2007 Winner
M&A Advisor Magazine’s
Deal of the Year
International/Cross Border
Deal of the Year Above $100 Million
Consumer Services Deal of the Year
Acquisition of
RIA Envia Inc.
by Euronet Worldwide, Inc.
$510,000,000
We served as Counsel to Seller
Third in worldwide financial remittance volume behind only MoneyGram and Western
Union, RIA Envia is a global leader in payment processing, enabling millions of peoeple in scores
of countries on every continent to engage in money transfer transactions. RIA and its advisors
looked beyond the obvious strategic and financial buyers and found a unique partner in Euronet,
a leading electronic payment provider. The acquisition of RIA by Euronet expanded Euronet’s
financial network exponentially and provided services complementary to their core business,
creating an entity of extraordinary synergies in the financial services arena.
The deal presented significant challenges and involved the coordination of licensing and
regulatory issues in 82 countries worldwide and in dozens of states within the U.S. Utilizing a
team of lawyers around the world, the buyer and seller were able to engage in a coordinated,
concerted effort to work with regulators from around the globe to meet a vast array of complex
regulatory requirements.
The transaction is the largest to date for the acquisition of a privately held company engaged
primarily in the money transfer business.
Acquisition of
US Agencies Direct Insurance Company
by Affirmative Insurance Holdings, Inc.
Acquisition of
Alea North America Insurance Company
by Fortress Investment Group LLC
and Nomura Holdings, Inc.
$200,000,000
Price Not Disclosed
We served as Regulatory Counsel to Buyer
We served as Regulatory Counsel to Seller
Acquisition of
Payday Loan Corp, Cash Advance, LLC
and Cash Advance of America, LLC
by Allied Cash Holdings.
Merger of
Apogee Photonics
with Cyoptics.
$26,000,000
$24,000,000
We served as Counsel to Buyer
We served as Counsel to Apogee
Bear Stearns represented
Fidelity National Information Services Inc.
in its acquisition of eFunds Corp.
Bear Stearns represented the special
committee of Optical Communications in
its sale to Oplink Communications.
$1,800,000,000
$185,000,000
We served as Counsel to Bear Stearns
We served as Counsel to Bear Stearns
Acquisition of
SkyTel Corp from
Verizon Communications Inc.
by Bell Industries, Inc.
Acquisition of
certain assets of Bell Industries
by Sprint Nextel Corporation.
$23,000,000
$13,500,000
We served as Counsel to Buyer
We served as Counsel to Seller
Acquisition of
Buena Vista Food Products
and Blue Ribbon Baking, Inc.
by Sterling Foods, Ltd.
Acquisition of
MSI Music
by CD Listening Bar, Inc., d/b/a Super D.
Price Not Disclosed
Price Not Disclosed
Buena Vista
Food Products
Blue Ribbon Baking, Inc.
We served as Counsel to Seller
We served as Counsel to Buyer
Restructuring and Reorganization
of Cemaphore Systems.
Acquisition of
First Coastal Bancshares
and First Coastal Bank
by CVB Financial Corp
and Citizens Business Bank.
Price Not Disclosed
$35,000,000
We served as Counsel to Cemaphore Systems
We served as Counsel to Buyer
Acquisition of
Courage, Inc.
by Ultra Pro Corporation.
Acquisition of
of Codefast, Inc.
by Coverity, Inc.
Price Not Disclosed
Price Not Disclosed
We served as Counsel to Seller
We served as Counsel to Buyer
Deutsche Bank represented
SCPIE Holdings in its sale to
The Doctors Company.
Acquisition of
Desert Community Bank by
East West Bancorp and East West Bank.
$281,000,000
$143,000,000
We served as Counsel to Deutsche Bank
We served as Counsel to Buyer
Acquisition of
Telestial
by ekit.com Pty Ltd.
Acquisition of the Merchant Processing
Portfolio of First Financial Bank
by Metavante Technologies.
Price Not Disclosed
Price Not Disclosed
We served as Counsel to Buyer
We served as Counsel to Seller
Acquisition of
First OB Partners, Inc.
by Cordtrack Partners, LLC.
Acquisition of
certain assets of InfoSpace
by FunMobility.
$1,000,000
$2,250,000
Patient Centered • Quality Assured • Physician Recommended
We served as Counsel to Seller
We served as Counsel to Buyer
Acquisition of
Cydcor Ltd. by
Cydcor Management, Golden Gate Capital
and JP Capital Partners.
Acquisition of
GroupEx Financial Corp,
JRJ Express, Inc. and Kimeco, LLC
by Coinstar E-Payment Services, Inc.
Price Not Disclosed
$70,000,000
We served as Counsel to Management
We served as Counsel to Seller
Acquisition of
Image Entertainment, Inc.
by BTP Acquisition Company, LLC.
Acquisition of
Navicert Financial Inc.
d/b/a Nix Check Cashing
by Kinecta Federal Credit Union.
$130,000,000
$45,000,000
We served as Counsel to Seller
We served as Counsel to Buyer
Lehman Brothers represented
NNN Realty Advisors in its merger
with Grubb & Ellis Company.
Acquisition of
MaxPreps
by CBS.
$725,000,000
$45,000,000
We served as Counsel to Lehman Brothers
We served as Counsel to Seller
Acquisition of
Modern Health Laboratories, Inc.
by Guthy-Renker Corporation.
Acquisition of
Nikabar, Inc. d/b/a Gold Star Foods
by Prospect Partners, LLC.
Price Not Disclosed
Price Not Disclosed
We served as Counsel to Seller
We served as Counsel to Seller
Acquisition of the
Commercial Equipment Leasing and
Financing Division of Pacific Capital Bank
by LEAF Financial Corporation.
Acquisition of
Investment Advisor
R.E. Wacker Associates, Inc.
by Pacific Capital Bank.
$290,000,000
Price Not Disclosed
We served as Counsel to Seller
We served as Counsel to Buyer
Acquisition of the
Indirect Auto Financing Portfolio
of Pacific Capital Bank
by Wells Fargo.
Acquisition of
Placer Sierra Bancshares
by Wells Fargo.
$222,000,000
$645,000,000
We served as Counsel to Seller
We served as Counsel to Seller
Acquisition of
Private Electrical Parts Distributor
by Ancor Holdings, LP and
Falcon Mezzanine Partners II, LP.
Acquisition of
Professional Business Bank
by Belvedere Capital Fund II, LP.
$66,000,000
$46,000,000
Private Electrical
Parts Distributor
We served as Counsel to Seller
We served as Counsel to Seller
Reorganization and Combination of
Progressive Healthcare Systems LLC
and Lakeside Healthcare, Inc.
Acquisition of
Smart Payment Solutions, LLC
by Solveras, Inc.
$50,000,000
Price Not Disclosed
We served as Counsel to
Progressive Healthcare Systems LLC
We served as Counsel to Buyer
Acquisition of the membership interests
of the shareholders of Source Scientific
by BIT Analytical Instruments, Inc.
Acquisition of
Republic Insurance Company
from Columbia Insurance Company
by Starr International USA, Inc.
$3,000,000
Price Not Disclosed
Starr International
USA, Inc.
We served as Counsel to Seller
We served as Counsel to Buyer
Acquisition of
GenSelf Corporation
by SunWize Technologies, Inc.
Acquisition of
Tera Research Inc.
by MacAulay-Brown, Inc.
Price Not Disclosed
Price Not Disclosed
We served as Counsel to Buyer
We served as Counsel to Seller
Acquisition of
1031 Exchange Advantage, Inc.
and 1031 Funding & Reverse Corp.
by Vineyard National Bancorp.
Price Not Disclosed
We served as Counsel to Buyer
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Los Angeles, CA 90064
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Sacramento, CA 95814
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New York
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New York, NY 10036
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San Francisco
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Orange County
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Washington, D.C.
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