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Mergers and Acquisitions

Overview

We have significant and notable experience representing domestic and international corporations, publicly traded and privately held companies, private equity firms, non-profit institutions and family owned businesses in a wide variety of domestic and cross-border transactions. Our experienced attorneys handle significant transactions in every major industry sector including high technology, life sciences, manufacturing, banking, insurance, professional services, real estate, energy, chemicals, medical devices and health care.

Our Practice

The Mergers and Acquisitions and Private Equity practice includes both “middle market” transactions, as well as more complex deals valued in the billions of dollars.

We handle the full range of M&A and private equity transactions, including mergers, asset sales, stock purchases, leveraged buyouts, roll-ups, joint ventures, PIPEs, going private transactions, exchanges of securities, friendly and hostile tender offers, proxy contests, and acquisitions of corporate subsidiaries and divisions. Our clients include strategic buyers seeking to expand their market presence, private equity firms looking to capitalize on market opportunities, and mid-sized businesses looking for experienced counsel to guide them through the complexities of a transaction. 

Our attorneys are involved in the entire M&A process--from the preliminary discussion stage, the structuring of a transaction, the preparation and negotiation of letters of intent, purchase agreements and other transaction documents--through the financing, closing and post-closing for each deal. Our attorneys bring generations of experience to best serve our clients' interests and to assist them in achieving their strategic goals. 

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Representative Matters

Representative Matters

  • Affiliate of Charles River Realty and National Development

    Represented an affiliate of Charles River Realty and National Development in connection with its acquisition of 960 Massachusetts Avenue and 100 Newmarket Square in Boston.

  • Dribbble

    Advised Dribbble, a social media community of artisan designers on the Internet, when it was acquired by Tiny Capital, a private equity firm.

  • Liberty Bay Credit Union

    Represented Liberty Bay Credit Union in its merger with Hingham Federal Credit Union.

  • Kombrewcha

    Nutter represented Kombrewcha (the first alcoholic Kombucha) in its sale to a strategic acquirer.

  • Deep River Snacks

    Nutter advised Deep River Snacks, makers of premium better-for-you snacks based in Connecticut, in its sale to Arca Continental, the second-largest Coca-Cola bottler in Latin America and parent company of Wise Snacks, Bokados, and Inalecsa. Nutter had been long time general counsel to Deep River Snacks, and had advised the company in its ongoing commercial dealings, intellectual property matters, and its venture capital transactions. 

  • Lallemand USA, Inc.

    Advised Lallemand USA, Inc., a U.S. subsidiary of the global yeast manufacturing company, in its asset acquisition of yeast manufacturing plant and business based in North Dakota.

  • First Commons Bank, N.A.

    Nutter advised First Commons Bank, N.A. in its proposed merger with Brookline Bank, a wholly-owned subsidiary of Brookline Bancorp, Inc. (NASDAQ: BRKL). The total value of the transaction is approximately $55.958 million.

  • OSRAM

    Nutter represented OSRAM, one of the world’s leading lighting manufacturers with headquarters in Munich, Germany, in its acquisition of Digital Lumens Inc., a Boston-based company that specializes in industrial Internet of Things (IoT) solutions.

  • Commerce Bancshares Corp.

    Nutter is representing Commerce Bancshares Corp. and its subsidiary, Commerce Bank & Trust Company, in its pending merger with Berkshire Hills Bancorp. Inc. (NYSE: BHLB), in an all-stock transaction valued at $209 million.

  • Meetinghouse Bancorp, Inc.

    Nutter is representing Meetinghouse Bancorp, Inc. (OTC Pink: MTGB), the holding company for Meetinghouse Bank, in its pending merger with Meridian Bancorp, Inc. (NASDAQ: EBSB), the holding company for East Boston Savings Bank, in a transaction valued at approximately $17.8 million.

  • Collaborative Consulting, LLC

    Nutter represented Collaborative Consulting, LLC in its acquisition by CGI Group Inc. (NYSE: GIB) (TSX: GIB.A), a leading provider of information technology and business processing services, through its wholly-owned U.S. subsidiary, CGI Technologies and Solutions Inc.

  • LINTEC USA Holding, Inc.

    Nutter advised LINTEC USA Holding, Inc., a wholly owned U.S. subsidiary of Japan-based LINTEC Corporation (TYO: 7966), in its acquisition of VDI, LLC, a functional film manufacturer headquartered in Kentucky.

  • Long Term Solutions, Inc.

    Advised Long Term Solutions, Inc. (LTS), a provider of in-home nursing assessments for the long-term care insurance industry, in its sale to Almost Family, Inc. (NASDAQ: AFAM). Based in Natick, Mass., LTS provides a suite of planning and support services to insurance companies, employers and direct to individuals and families throughout the United States.

  • ESB Bancorp MHC

    Merger with Hometown Community Bancorp MHC

  • Fidelity Bank

    Merger with Barre Savings Bank

  • Bank of New Hampshire

    Acquisition of Community Guaranty Savings Bank

  • Delaware North

    Represented Delaware North, one of the largest privately held global hospitality and food service companies in the world, when it expanded its portfolio of resorts into Massachusetts by acquiring the Sea Crest Beach Hotel on Cape Cod.

  • Northeast Retirement Services, Inc.,

    Advised Northeast Retirement Services, Inc., a leading provider of plan accounting, transfer agency, fund administration, trust and retirement plan services, in its pending acquisition by Community Bank System, Inc. (NYSE: CBU), a transaction valued at approximately $140 million.

  • Madico, Inc.

    Nutter advised Madico, Inc., one of the world’s leading manufacturers of automotive, solar, safety, and security films, in its acquisition of select assets of ClearPlex Corporation, an established supplier of protection films based in Draper, Utah.

  • Clintara

    Sale to strategic acquirer, Bracket Global, LLC

  • Admune Therapeutics LLC

    Sale to Novartis Institutes for BioMedical Research

  • Harvey Building Products, Inc.

    Sale to Dunes Point Capital

  • Lallemand, Inc.

    In March 2016, Lallemand USA, Inc., a US subsidiary of a global yeast manufacturing company, acquired 100% of the equity of USA Yeast Company, LLC, a yeast manufacturing plant and business based in Mississippi, for an undisclosed sum.

  • North Middlesex Savings Bank

    Nutter represents North Middlesex Savings Bank in its pending merger with Marlborough Savings Bank. The combined bank will have assets of close to $1 billion and $95 million in equity and operate a network of 14 branches. 

  • CIRCOR International, Inc.

    Nutter represented CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other highly engineered products for markets including oil & gas, power generation and aerospace & defense, when CIRCOR announced that it has signed a definitive agreement to acquire Critical Flow Solutions (CFS) for $210 million. 

  • Bank of New Hampshire

    Nutter advised Bank of New Hampshire and its parent BNH Financial, a mutual holding company, in their pending acquisition of Community Guaranty Corporation and its wholly-owned subsidiary Community Guaranty Savings Bank, a New Hampshire guaranty savings bank. After the merger, the combined entity will have approximately $1.4 billion in assets and 23 branch offices through New Hampshire.

  • Adams Community Bank

    Nutter advised Adams Community Bank, a mutual savings bank based in Adams, Massachusetts, in its acquisition of The Lenox National Bank, a national bank located in Lenox, Massachusetts. The transaction was completed on October 16, 2015. Adams paid approximately $14.3 million in cash for all outstanding shares of Lenox common stock. 

  • Family-owned consumer packaged goods company with 100-year history and national brand reputation

    Acquisition by family-owned strategic buyer

  • Family-owned distributor

    Roll-up strategy; numerous acquisitions in same vertical space throughout the Northeast

  • Leading automobile dealership

    Acquisition of 14 dealerships and related real estate throughout New England

  • Privately-held international manufacturing company

    Strategic acquisitions of several complementary, worldwide businesses, including resolution of issues related to significant IP assets
    Included earn out payments over time

  • Top-rated health plan

    Acquisition of Medicaid provider of health insurance
    $130 million and earn-outs

  • Major nonprofit hospital system

    Special Counsel to the Board of Governors in connection with sale of the system to for-profit entity. Independent counsel to the Board with respect to fiduciary duties and processes in evaluating and approving the proposed transaction. (Firm also provided advice with regard to officers and directors liability insurance.)

  • NASDAQ-listed company

    Simultaneous acquisitions of two businesses from its majority stockholder and that client’s subsequent acquisition of a company valued at approximately $260 million
    $1.6 billion, combined value

  • Financial services technology company

    Strategic acquisition of UK-based company

  • Closely held real estate investment firm

    Strategic partnership with leading national real estate development and investment firm

  • Mutual savings bank in Massachusetts

    Acquisition of a national bank
    $28 million (approximately)

  • Community bank headquartered in Massachusetts

    Acquisition of network of branches on Nantucket

  • NASDAQ-listed community bank, eastern Massachusetts

    Acquisition by one of the largest banks headquartered in New England
    $96 million

  • One of largest community banks in Massachusetts

    Acquisition of a publicly traded bank based in Boston
    $163 million

    Acquisition of a publicly traded bank in eastern Massachusetts
    $170 million

  • Publicly traded mutual holding company, Massachusetts

    Acquisition by mutual savings bank headquartered in MA

  • Large community bank in Massachusetts

    Acquisition of a publicly traded bank in southeastern Massachusetts for a combination of stock and cash
    $105 million

  • NASDAQ-listed bank holding company

    Acquisition by a publicly-traded regional banking company
    $180 million

  • California-based bank holding company

    Acquisitions of five banks
    $150 million (approximately, combined value of transactions)

  • NASDAQ-listed utility company headquartered in New Hampshire

    Agreement to be acquired by a New Hampshire municipality

  • NYSE-listed insurance holding company

    Acquisition of a multi-state insurance company and its related joint venture with strategic partner
    $80 million

  • Canadian biotechnology company developing and commercializing innovative ocular products

    Sale of company’s punctal plug drug delivery system technology

    Sale of company's Visudyne® business to pharmaceutical company (light-activated drug used in photodynamic therapy)
    $112.5 million (plus additional contingent payments)

  • Privately-held broadline distribution company

    Sale of company to strategic buyer in cash transaction
    $130 million

  • Publicly-traded bank

    Acquisition by publicly-traded strategic buyer in cash transaction
    $160 million

  • Private equity company

    Sale of portfolio company in the telecommunications industry to privately-held financial purchaser in a cash transaction and negotiation of post-closing escrow dispute
    $210 million

  • Domestic combustion systems manufacturer

    Acquisition by foreign strategic buyer in cash transaction
    $120 million and an earn out

  • Software integration company; leading-edge pioneer in the “Internet of Things”

    Acquisition by publicly-traded buyer

  • Manufacturing division of private equity-backed client

    Stock and asset sale to publicly-traded foreign buyer involving stock and assets over four continents and seven countries
    $75 million

  • Publicly-traded client

    Acquisition of privately-held software company
    $350 million in common stock

  • NASDAQ-listed publicly traded community bank, Western Massachusetts

    Merger with another publicly traded bank also headquartered in western Massachusetts
    $108 million

  • Insurance holding company, NYSE-listed

    Acquisition by a holding company headquartered in Europe
    $2.2 billion

  • Publicly-traded specialty chemical company

    Acquisition of another chemical company
    $300 million

  • Specialty publishing company

    Acquisition by strategic buyer
    $67 million, including $32 million cash with $35 million complex earn-out

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