Saturday, July 31, 2010
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JASPAN SCHLESINGER LLP NEWSFLASH Over the past months, the Jaspan Schlesinger LLP Corporate Transactional Team closed over one BILLION dollars of transactions on behalf of Firm clients. The deals cover both buy and sell-side mergers and acquisitions on behalf of our publicly-traded clients, management led buy-out teams, private investors, and equity sponsor clients; as well as related and other financing transactions. David E. Paseltiner (the head of our Corporate and Commercial Transactions Group) (http://www.jaspanllp.com/attorneys/dep.aspx) closed the following transactions on behalf of Firm clients: sale of outstanding common and preferred stock of our client Sage Parts Plus, Inc., a leading supplier of Ground Support Equipment (GSE) parts to the aviation sector, to Alvest, a French company that is jointly owned by AXA Private Equity and Barclays Private Equity (http://www.thedealmaker.org/?p=696); sale of outstanding common stock of our client Southern Container Corp., one of the nation’s largest privately held manufacturers of containerboard and corrugated packaging, to Rock-Tenn Company, a publicly traded corporation, for approximately $850 million in cash (http://phx.corporate-ir.net/phoenix.zhtml?c=91009&p=irol-newsArticle&ID=1095207&highlight=); and joint venture investment in our client Magellan Aviation Group LLP, a leading aftermarket supplier of aircraft products and services, and a specialist engine leasing and trading company, by ACG Investment Capital Partners, a joint venture between the Aviation Capital Group and FB Transportation Capital LLC (http://www.magellangroup.net/index.htm). We continue to represent Sage Parts Plus, Inc., Southern Container Corp. and Magellan Aviation Group LLP. Robert Londin (http://www.jaspanllp.com/attorneys/rl.aspx) represented publicly-traded Anixter International in connection with its acquisition of QSN (and its Mexican affiliate) for approximately $80.0 million (http://www.anixter.com) and Anixter’s $62.0 million acquisition of World Class Wire & Cable (http://www.anixter.com); the management led and equity sponsor buy-out of search engine optimization businesses Prime Visibility and Ad-On Network (http://www.pvmediagroup.com); and the sale to Fox International News Corp. of Spanish language on-line advertising networks (http://www.directaclick.com/) Igor “Bud” Bilewich (http://www.jaspanllp.com/attorneys/ib.aspx)
represented the Seller in the sale of all of the issued and outstanding
stock of Woodbury Products, Inc. to HealthEdge Investment Partners. Woodbury
Products, Inc. is a direct to consumer distributor of high quality incontinence
and other related healthcare product and offers over 250 items and is
headquartered in Oceanside, New York. FOR FURTHER INFORMATION: ANIXTER INTERNATIONAL INC. GLENVIEW, IL, August 4, 2008 – Anixter International Inc. (NYSE: AXE), a leading global distributor of communication products, electrical and electronic wire & cable, fasteners and other small parts today announced that it had acquired the assets and operations of QSN Industries, Inc. (“QSN”) and all of the outstanding shares of Quality Screw de Mexico SA (“QSM”). QSN, based near Chicago Illinois, is a distributor and manufacturer of fasteners for the OEM marketplace. QSN operates 13 facilities in Alabama, Arizona, Georgia, Illinois, Michigan, Ohio, South Carolina, Tennessee and Texas. Its sole manufacturing facility is located in Wood Dale, Illinois. Headquartered in Aguascalientes, Mexico, QSM is a distributor of fasteners, with a total of five operational sites in Mexico. The QSN and QSM operations will complement Anixter’s product offering with a broad array of value-added services and supply chain management programs to Original Equipment Manufacturers (“OEMs”) in a number of vertical markets. As a part of this transaction, Anixter will pay approximately $80 million in cash and assume trade liabilities, for all of the assets and operations of the two companies. Combined annualized sales for these businesses are expected to be over $100 million in 2008. Commenting on the acquisition, Bob Eck, President and CEO of Anixter, said, “We are pleased to have acquired the QSN and QSM operations as well as the excellent team that has successfully led these businesses. These acquisitions leverage our existing infrastructure and bring an important new critical mass to our North American OEM Supply business by adding locations in Mexico as well as manufacturing capacity. The manufacturing capabilities acquired with the QSN operations will provide Anixter with enhanced flexibility to meet supply chain commitments where quick turnaround times are important to rapidly changing customer requirements. This strong and robust operational model will better position us to drive future organic growth.” “We anticipate that this acquisition will be immediately accretive to earnings and add 7 to 9 cents to diluted earnings per share during our first full year of ownership,” said Eck. “When combined with our existing business in North America, we anticipate annual OEM Supply revenues of over $600 million in this region over the next year.” About Anixter Anixter International is a leading global distributor of communication products, electrical and electronic wire & cable, fasteners and other small parts. The company adds value to the distribution process by providing its customers access to 1) innovative inventory management programs, 2) more than 400,000 products and over $1 billion in inventory, 3) 214 warehouses with more than 6 million square feet of space, and 4) locations in 248 cities in 50 countries. Founded in 1957 and headquartered near Chicago, Anixter trades on The New York Stock Exchange under the symbol AXE. Safe Harbor Statement The statements in this news release that use such words as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “estimate,” “plan,” “project,” “should,” “may,” or similar expressions are forward-looking statements. They are subject to a number of factors that could cause the company’s actual results to differ materially from what is indicated here. These factors include general economic conditions, technology changes, changes in supplier or customer relationships, commodity price fluctuations, exchange rate fluctuations, new or changed competitors and risks associated with integration of recently acquired companies. Please see the company’s Securities and Exchange Commission filings for more information. Additional information about Anixter is available on the Internet at FOR FURTHER INFORMATION: ANIXTER INTERNATIONAL INC. GLENVIEW, IL, October 3, 2008 – Anixter International Inc. (NYSE: AXE), a leading global distributor of communication products, electrical and electronic wire & cable, fasteners and other small parts, today announced that it has completed the purchase of the assets and operations of World Class Wire & Cable Inc. (“World Class”). The company initially announced the execution of a letter of intent to acquire World Class on September 9, 2008. As previously disclosed, World Class is a valued-added distributor of electrical wire and cable based in Waukesha, Wisconsin, with annualized sales of approximately $60 million. Anixter paid roughly $62 million in cash and assumed trade liabilities for all of the assets and operations of World Class. About Anixter Anixter International is a leading global distributor of communication products, electrical and electronic wire & cable, fasteners and other small parts. The company adds value to the distribution process by providing its customers access to 1) innovative inventory management programs, 2) more than 400,000 products and over $1 billion in inventory, 3) 214 warehouses with more than 6 million square feet of space, and 4) locations in 248 cities in 50 countries. Founded in 1957 and headquartered near Chicago, Anixter trades on The New York Stock Exchange under the symbol AXE. Safe Harbor Statement The statements in this news release that use such words as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “estimate,” “plan,” “project,” “should,” “may,” or similar expressions are forward-looking statements. They are subject to a number of factors that could cause the company’s actual results to differ materially from what is indicated here. These factors include general economic conditions, technology changes, changes in supplier or customer relationships, commodity price fluctuations, exchange rate fluctuations, new or changed competitors and risks associated with integration of recently acquired companies. Please see the company’s Securities and Exchange Commission filings for more information. Additional information about Anixter is available on the Internet at
PV Media Group Acquires Ad, SEO/SEM Leaders AdOn Network, Prime Visibility Melville, N.Y., January 22, 2008 - Prime Visibility (PV) Media Group (pvmediagroup.com) today announced that it has acquired two leading online companies: AdOn Network, which provides innovative contextual and behavioral advertising solutions for advertisers and publishers, and Prime Visibility, a rapidly expanding search engine marketing (SEM) company specializing in Search Engine Optimization (SEO) and Pay-Per-Click (PPC). The two acquisitions marked the formation of PV Media Group, headed by CEO Steve Rosenberg. A veteran studio executive, Rosenberg previously served as president of Universal Domestic Television, the production-distribution unit supplying feature films, first-run and off-network programming to all forms of television throughout the U.S. and Canada, and co-president of Universal Television Distribution, the studio's international TV arm. Rosenberg will lead a senior management team that can leverage its experience and relationships in traditional media with the combined company's ad network and SEO/SEM capabilities. "We will be very opportunistic about putting stakes in all forms of the rapidly expanding interactive sector," Rosenberg said. "We're off to a great start by acquiring AdOn Network and Prime Visibility, two leading and complementary online marketing companies that will only get better by offering more services to their customer bases. And with our deep relationships in the traditional media space, we are in a strong position to help enhance their brands' online presence and drive traffic in a fast-growing online advertising market." Chicago-based private equity firm Bridge Investments LLC led the investor group, providing the equity capital to finance the deal and bring together the two highly profitable companies into a single New York-based entity with more than 100 employees. To further drive its success, PV Media Group will eye complementary assets in the future. Steve Jarmel, a principal at Bridge Investments LLC, commented, "We invested in PV Media Group because of its extraordinary management team, which has a unique vision of the marketplace and the ability to see distinct opportunities that will allow us to capture a large share of the ever-growing online advertising pie." According to industry estimates, online ad revenue in the U.S. reached $21.7 billion in 2007, up from $16 billion in 2006. It is projected to grow 24% annually over the next three years to $50.3 billion. At Universal, Rosenberg oversaw the distribution of a library consisting of more than 40,000 hours of television programming and 5,000 theatrical releases. Additionally, he was involved in numerous TV program launches, as well as mergers and acquisitions that included the studio's 1997 purchase and integration of talk show giant Multimedia Entertainment and, later, Maury Povich Productions. Rosenberg also led USA Networks Television Group after its acquisition of Universal's TV assets in 1998. He was responsible for the successful re-integration of those assets back into Universal in 2002. Two years later, General Electric's NBC television unit acquired Vivendi Universal Entertainment. Newly named COO Seth Page is a financial specialist in mergers and acquisitions, private equity and venture capital placements for the technology, media and telecommunications sectors. CFO Richard O'Connor, former vice president of finance and operations for Universal Domestic Television, managed the business unit of the domestic TV production-distribution group. AdOn Network President Steve Armstrong, with more than a decade of experience in fast-growing, innovative technology companies, including PayPal, and Prime Visibility President Andrew Hazen, a leader for more than a decade in the SEO space, will continue to lead their experienced management teams. With the formation of PVMG, each company now has an expanded suite of advertiser/publisher/agency services to offer to their respective clients, including JargonFish, AdOn Network's new in-text search widget that publishers and bloggers can add to their Websites and seamlessly integrate third-party content with online ads. PVMG, a leading integrated online advertising, marketing and media company, is comprised of two established name brands: AdOn Network, Inc., (adonnetwork.com), founded in 1999, is one of the largest contextual and behavioral advertising networks online, providing innovative solutions to more than 1,000 national and international advertisers and publishers. Based in Phoenix, Az., AdOn Network ranked 72nd on Entrepreneur Magazine's "Hot 500" list of 2007's fastest-growing companies in America. Prime Visibility LLC (primevisibility.com), founded in 1998, is a leading, full-service Search Engine Marketing (SEM) firm committed to increasing traffic, sales and ROI for its clients. Prime Visibility provides integrated online marketing plans and individually tailored services, including Search Engine Optimization (SEO), Pay-Per-Click (PPC), email marketing, conversion tracking solutions and other SEM services. Based in Long Island, N.Y., Prime Visibility has developed outstanding revenue growth and is on the 2007 INC. list of the fastest-growing private companies in America. FOX ACQUIRES SPANISH-LANGUAGE ONLINE Los Angeles, Buenos Aires, Miami, July 2007 – Fox International Channels announced the acquisition of Directa Network, the largest online advertising network specialized in Spanish- and Portuguese-speaking audiences. The company will be part of a new online unit, “.FOX” (pronounced “punto Fox”), alongside with other online sales and publishing units recently acquired or launched by Fox, including ClickDiario. Fox International Channels acquired Digital Ventures, the parent of
Directa Network, InZearch, Afiliados Hispanos and Performa Network, from
its founders, Damian Voltes and Ariel Arrieta. Messrs. Voltes and Arrieta
have agreed to stay on board, and will report to Hector Costa, Fox’s
long-standing SVP of Advertising Sales, who will add the role of Managing
Director of Online Ad Networks. Directa Network, www.directaclick.com <http://www.directaclick.com/> ,
the largest online ad network in Latin America, and ClickDiario, will
merge into “DirectaClick.FOX”. With offices in Buenos Aires,
Mexico, Guatemala, Sao Paulo and Madrid, DirectaClick will now take advantage
of Fox International Channels’ extensive network of sales offices
in Miami, Santiago, Bogota and other markets. Directa Click’s network
will reach an estimated 40m unique users and serve more than 7bn impressions
per month. DirectaClick will offer both “Performance” and “Branding” solutions. Fox International Channels’ integrated TV-and-online sales and
publishing unit in Latin America will be rebranded “Integra.FOX”.
Operating a collection of 35 websites such as mundofox.com, natgeo.tv,
utilisima.com, canalfx.tv and others, Integra.FOX reaches a combined
2m uniques per month and has recently signed a deal with Marchex to jointly
publish another 30 sites such as “cocina.com” and “universidades.com”.
Integra.FOX will specialize in internet video. Digital Ventures’ search marketing arm, rebranded inZearch.FOX,
will continue to provide search engine marketing and search engine optimization
services to advertisers and agencies seeking to generate traffic, leads,
and sales. Digital Venture’s affiliate network will be rebranded as “Afiliados
Hispanos.FOX” and ClickDiario’s lead generation services
will be rebranded as “Coregistracion.Fox”. Co-Registración is a service that automatically segments users
or potential buyers (commonly known as leads in the advertising industry)
based on profiles previously defined by clients. This tool is ideal for
creating personalized user information databases. Performa.FOX will specialize in contextual and in-text advertising,
and will work with the Integra.FOX unit on developing solutions for contextual
video advertising.
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