Mergers and Acquisitions

Armstrong Teasdale is an experienced and established provider of legal services relating to Mergers and Acquisitions transactions.  Our attorneys are experienced and knowledgeable in a wide range of corporate transactions, and we understand the importance of a M&A transaction to a company’s corporate development or restructuring goals. We focus on understanding business goals as well as the varied transactional, business and market risks unique to a client’s situation.  This approach drives us to facilitate the completion of the transaction with creative solutions, while protecting deal values for the client.

Mergers and Acquisitions transactions involve diverse and complex legal issues including various securities, tax, antitrust, real estate, employee benefits, intellectual property, governmental compliance and environmental issues.  As a full-service law firm, Armstrong Teasdale has the qualified and experienced attorneys needed to complete a sophisticated M&A transaction.  Clients benefit from our ability to integrate and utilize these professionals as part of the transaction team.

Deal management and client service are key components of our Mergers and Acquisitions practice.  Our priorities include working hard to meet and exceed service expectations in all areas, including communication, practical advice and work product; project management and logistical support; coordinating with accountants, investment bankers and other professionals on all sides of the transaction; ensuring our attorneys are accessible and responsive; utilizing technology to improve our performance and our relationship with the client; and conducting our representation at the highest level of ethics and professionalism.

Practice Highlights

We provide the full range of Mergers and Acquisitions legal services, including:

• Assistance with pre-acquisition planning and transaction structuring, letters of intent, confidentiality agreements and engagement letters

• Due diligence coordination and analysis, including data room assembly and coordination of key third-party investigations

• Preparation and review of disclosure schedules

• Drafting and negotiation of transaction, closing and ancillary deal documents

• Transaction closing

• Post-closing matters relating to the transaction and business integration

• Advice regarding fiduciary obligations of directors in M&A transactions

• Hart-Scott-Rodino and antitrust review, compliance and filings

• Securities law advice, including disclosure obligations, proxy materials and regulatory filings

Expertise

We provide Mergers and Acquisitions services to regional, national and international clients, and have successfully represented numerous large and small private and public company clients in M&A transactions.  Our deal experience involves diverse businesses and industries such as broadcasting, financial services, information technology, retailing, manufacturing, distribution, utilities, wireless communications, chemicals and real estate, with deal sizes ranging from the hundreds of thousands to hundreds of millions. Recent representative transactions include the following:

• Acquisition of adjustable bed business by public company client (February 2008)

• Sale of minority interest in mobile device software company to private investors with follow-on investment round (May 2007, January 2008)

• Purchase of distribution business (January 2008)

• Purchase of multiple accounts receivable management businesses (2007 – 2008)

• Purchase of multiple hair care businesses including salons and associated franchise and real estate rights (2007 – 2008)

• Sale of majority interest in internet shopping company to private investors (December 2007)

• Acquisition of minority interest in St. Louis-based engineering consulting company (December 2007)

• Creation of joint venture for outpatient healthcare services (December 2007)

• Tax-free sale of manufacturing and distribution company to second-generation management (December 2007)

• Acquisition of construction company (October 2007)

• Formation of joint venture between public company client and private company, for the new product development and manufacture (September 2007)

• Sale of consumer products rental company to private investors (May 2007)

• Sale of internal printing operations at bottling facility (March 2007)

• Sale of bank holding company to financial services company (March 2007)

• Formation of joint venture for specialty hospital (March 2007)

• Purchase of manufacturing company by UK investment group (March 2007)

• Acquisition of outstanding ownership interests in Austin, Texas-based software and technology consulting company (February 2007)

• Sale of software development company to UK-based manufacturing company (January 2007)

• Acquisition of convenience store retail software code and related business (August 2006)

• Sale of a scientific instrument design and manufacturing business to a public company buyer (July 2006)

• Acquisition of carpet cushion manufacturing business by public company client (April 2006)

• Acquisition of food and janitorial distribution businesses by public company client (January – April 2006)

• Acquisition of natural gas-fired electric generation facilities by public company client (March 2006)

• Sale of pesticide business by large multi-national company to publicly traded chemicals company (March 2006)

Related Practice Areas

• Securities

• Strategic Services

• Private Capital and Emerging Companies

Members of the Mergers and Acquisitions Practice Group

Allen, Carla	Morrison, Matthew
Braswell, David	Newbold, Jill
Foristal, Steve	Pozaric, Steven
Frank, Tyler	Rouse, David
Gillis, John	Schuckman, Matthew
Godar, Dan	Shah, Amit
Jefferies, Mike	Stoneman, Mark
Jones, Steve	Trelz, Tessa
Kinz, Robert	Varsam, Nick
Louis, Phil	von Kaenel, Joe
McFadden, Timothy