Transactional and M&A Engagements
- Acted as a strategic/financial advisor and as the lead legal counsel to a mid-market US engineering firm in a $100MM+ cross border merger with a multi-billion dollar European engineering company. Elias Group provided transaction structuring, commercial/valuation advice and due diligence support and led the transaction team through the negotiation and preparation of deal term sheets and transaction agreements. Elias Group was also responsible for the preparation of proxy statements and for securing shareholder approvals and anti-trust regulatory approvals.
- Served in an advisory and legal capacity to a European corporation during a period of 15+ years supporting its North America rollup strategy through the acquisition of O&M, equipment manufacturing and pipeline service businesses, culminating in a business with an annual turnover of approximately $700 million. The scope of our engagement, with direct reporting responsibility to the CEO and CFO, involved all M&A transaction activities from target identification and screening and through due diligence, contract negotiations, board and regulatory approvals and financial closing. We further assisted with post-closing transition and integration activities by assessing each target’s policies, practices and capabilities during due diligence and by preparing detailed action plans to specifically address human resources, information technology, tax, accounting, banking, customer/vendor/supplier relationships and other challenges at each target company with the objective of achieving alignment with corporate group policy requirements (which we helped formulate and prepare).
- Provided transaction structuring, commercial/valuation advice, due diligence support and legal representation for the merger of European and American manufacturers of wastewater treatment equipment resulting in a 40% worldwide market share that necessitated EU and US antitrust review and approval. The transaction called for an initial joint marketing phase in order to capitalize on marketing synergies thus stimulating immediate growth for both parties, followed by business valuation and the contribution of assets and capital into an equity joint venture vehicle.
- Provided transactional advisory and legal representation services to a large engineering firm in connection with its M&A activities. Over the last decade, Elias Group LLP assisted the client with the acquisition of five engineering firms and in the creation of an equity joint venture with a foreign private equity firm focused on investing in industrial assets. Much like our other M&A engagements, our scope of work covered assistance with due diligence activities, transaction structuring, transaction agreements preparation and negotiations, regulatory and customer approvals, financial closing and post-closing contractual support.