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SGR Acts as Counsel in International Acquisition Involving Issuance of American Depositary Receipts
On August 15, 2001, SGR closed a major international acquisition involving suppliers to the wireless communications industry in which the firm represented a European public company listed on the Helsinki Stock Exchange in connection with its acquisition of a U.S. public company. As part of the acquisition, the client issued dollar denominated American Depositary Receipts (ADRs) representing its Finnish ordinary shares. As a result of the transaction, the client, which previously had production facilities in three European countries and China, acquired operations and facilities in Michigan, New York, Texas and Brazil.
The transaction involved negotiation of the original merger agreement and a variety of ancillary agreements, including shareholder agreements, a lock-up agreement, a conversion agreement, a liquidity and registration rights agreement, and technology licensing agreements. As part of the transaction, the firm also represented the client in its registration of the offering of the American Depositary Shares with the SEC, the listing of the American Depositary Shares on the NASDAQ National Market System, the negotiation of a deposit agreement and related agreements with a major New York-based money center bank to establish the ADR program, the solicitation of proxies from the shareholders of the target, and preparation of various ancillary registration statements and filings. The ADRs issued to the former shareholders of the target trade on the NASDAQ National Market System, and the underlying shares have been listed on the Helsinki Stock Exchange. Historically, few ADR transactions have been handled by southeastern U.S. law firms. The firm’s recent experience in managing the transaction and the ADR offering gives SGR expertise in an area not generally duplicated in other law firms in Atlanta or the Southeast U.S.
An extensive SGR team was assembled for this transaction. John D. Saunders, M. Timothy Elder and Judson H. Simmons handled corporate, securities, and technology licensing matters, the ADR related documents, and the review of foreign anti-competition law matters, with support from with Nick F. Ivezaj, and assistant Audrey Mann. David W. Santi reviewed various U.S. and Finnish tax matters for the transaction. Hillyer Young handled ERISA issues and documentation of a deferred compensation plan in connection with a post-merger employment agreement for the CEO of the acquired company. Tom Rhodes and Edward H. Wasmuth provided advice with respect to U.S. antitrust issues.