mergers & acquisitions - manatt · financial network exponentially and provided services...

Mergers & Acquisitions2007 Representative Transactions

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.

Congratulations to Our Clientson a Successful 2007

2007 WinnerM&A Advisor Magazine’s

Deal of the Year

International/Cross BorderDeal of the Year Above $100 Million

Consumer Services Deal of the Year

We served as Counsel to Seller

Acquisition of RIA Envia Inc.

by Euronet Worldwide, Inc.

$510,000,000

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.

We served as Counsel to Bear StearnsWe served as Counsel to Bear Stearns

We served as Counsel to Apogee

Bear Stearns represented the specialcommittee of Optical Communications in

its sale to Oplink Communications.

$185,000,000

Bear Stearns representedFidelity National Information Services Inc.

in its acquisition of eFunds Corp.

$1,800,000,000

Merger ofApogee Photonics

with Cyoptics.

$24,000,000

We served as Counsel to Buyer

Acquisition ofPayday Loan Corp, Cash Advance, LLC

and Cash Advance of America, LLCby Allied Cash Holdings.

$26,000,000

We served as Regulatory Counsel to Seller

Acquisition of Alea North America Insurance Company

by Fortress Investment Group LLC and Nomura Holdings, Inc.

Price Not Disclosed

We served as Regulatory Counsel to Buyer

Acquisition of US Agencies Direct Insurance Company by Affirmative Insurance Holdings, Inc.

$200,000,000

Buena VistaFood Products

Blue Ribbon Baking, Inc.


Acquisition ofcertain assets of Bell Industriesby Sprint Nextel Corporation.

$13,500,000


Acquisition ofSkyTel Corp from

Verizon Communications Inc.by Bell Industries, Inc.

$23,000,000


Acquisition ofMSI Music

by CD Listening Bar, Inc., d/b/a Super D.

Price Not Disclosed


Acquisition ofBuena Vista Food Products

and Blue Ribbon Baking, Inc.by Sterling Foods, Ltd.

Price Not Disclosed

We served as Counsel to Cemaphore Systems

Restructuring and Reorganizationof Cemaphore Systems.

Price Not Disclosed

Acquisition ofFirst Coastal Bancsharesand First Coastal Bankby CVB Financial Corp

and Citizens Business Bank.

$35,000,000


Acquisition ofTelestial

by ekit.com Pty Ltd.

Price Not Disclosed

Acquisition ofDesert Community Bank by

East West Bancorp and East West Bank.

$143,000,000

Deutsche Bank representedSCPIE Holdings in its sale to

The Doctors Company.

$281,000,000


We served as Counsel to BuyerWe served as Counsel to Deutsche Bank


Acquisition ofof Codefast, Inc.by Coverity, Inc.

Price Not Disclosed


Acquisition of the Merchant Processing Portfolio of First Financial Bank

by Metavante Technologies.

Price Not Disclosed


Acquisition ofCourage, Inc.

by Ultra Pro Corporation.

Price Not Disclosed

Patient Centered • Quality Assured • Physician Recommended

We served as Counsel to Management





Acquisition ofImage Entertainment, Inc.

by BTP Acquisition Company, LLC.

$130,000,000

Acquisition ofGroupEx Financial Corp,

JRJ Express, Inc. and Kimeco, LLCby Coinstar E-Payment Services, Inc.

$70,000,000

Acquisition ofCydcor Ltd. by

Cydcor Management, Golden Gate Capital and JP Capital Partners.

Price Not Disclosed

Acquisition ofcertain assets of InfoSpace

by FunMobility.

$2,250,000

Acquisition ofFirst OB Partners, Inc.

by Cordtrack Partners, LLC.

$1,000,000


Acquisition ofNavicert Financial Inc.

d/b/a Nix Check Cashingby Kinecta Federal Credit Union.

$45,000,000

We served as Counsel to Seller We served as Counsel to Seller

We served as Counsel to BuyerWe served as Counsel to Seller

We served as Counsel to Lehman Brothers

Acquisition ofInvestment Advisor

R.E. Wacker Associates, Inc.by Pacific Capital Bank.

Price Not Disclosed

Acquisition of theCommercial Equipment Leasing and

Financing Division of Pacific Capital Bank by LEAF Financial Corporation.

$290,000,000

Acquisition ofNikabar, Inc. d/b/a Gold Star Foods

by Prospect Partners, LLC.

Price Not Disclosed

Acquisition ofModern Health Laboratories, Inc.

by Guthy-Renker Corporation.

Price Not Disclosed

Lehman Brothers representedNNN Realty Advisors in its merger

with Grubb & Ellis Company.

$725,000,000


Acquisition ofMaxPrepsby CBS.

$45,000,000


Acquisition ofPlacer Sierra Bancshares

by Wells Fargo.

$645,000,000

We served as Counsel to BuyerWe served as Counsel to

Progressive Healthcare Systems LLC

We served as Counsel to SellerWe served as Counsel to Seller

Acquisition ofSmart Payment Solutions, LLC

by Solveras, Inc.

Price Not Disclosed

Reorganization and Combination of Progressive Healthcare Systems LLC

and Lakeside Healthcare, Inc.

$50,000,000

Acquisition ofProfessional Business Bank

by Belvedere Capital Fund II, LP.

$46,000,000

Acquisition ofPrivate Electrical Parts Distributor

by Ancor Holdings, LP andFalcon Mezzanine Partners II, LP.

$66,000,000

Private ElectricalParts Distributor


Acquisition of theIndirect Auto Financing Portfolio

of Pacific Capital Bankby Wells Fargo.

$222,000,000


Acquisition ofRepublic Insurance Company

from Columbia Insurance Companyby Starr International USA, Inc.

Price Not Disclosed

Starr International USA, Inc.




Acquisition of1031 Exchange Advantage, Inc.

and 1031 Funding & Reverse Corp.by Vineyard National Bancorp.

Price Not Disclosed

Acquisition ofTera Research Inc.

by MacAulay-Brown, Inc.

Price Not Disclosed

Acquisition ofGenSelf Corporation

by SunWize Technologies, Inc.

Price Not Disclosed


Acquisition of the membership interestsof the shareholders of Source Scientific

by BIT Analytical Instruments, Inc.

$3,000,000

Albany30 S. Pearl Street, Twelfth Floor

Albany, NY 12207General: 518.431.6700

Fax: 518.431.6767

Los Angeles11355 W. Olympic Boulevard

Los Angeles, CA 90064General: 310.312.4000

Fax: 310.312.4224

New York7 Times Square

New York, NY 10036General: 212.790.4500

Fax: 212.790.4545

Orange CountyPark Tower

695 Town Center DriveFourteenth Floor

Costa Mesa, CA 92626General: 714.371.2500

Fax: 714.371.2550

Palo Alto1001 Page Mill Road, Building 2

Palo Alto, CA 94304General: 650.812.1300

Fax: 650.213.0260

Sacramento1215 K Street, Suite 1900 Sacramento, CA 95814General: 916.552.2300

Fax: 916.552.2323

San FranciscoOne Embarcadero Center

Thirtieth Floor San Francisco, CA 94111

General: 415.291.7400 Fax: 415.291.7474

Washington, D.C.One Metro Center

700 12th Street, NW, Suite 1100Washington, D.C. 20005

General: 202.585.6500 Fax: 202.585.6600

Manatt, Phelps & Phillips, LLPwww.manatt.com

mergers & acquisitions - manatt · financial network exponentially and provided services...

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