Christopher J. Hewitt

mergers & acquisitions

• Represented Ampex Brands – a Yum! Brands Inc. and 7-Eleven franchisee with more than 400 Pizza Hut, KFC, Taco Bell, Long John Silver’s and 7-Eleven locations – in its acquisition of Au Bon Pain from Panera Bread
• Represented Colfax Corporation (NYSE: CFX) subsidiary DJO Global in its acquisition of MedShape, Inc., an orthopedic foot and ankle device company
• Represented Colfax Corporation (NYSE: CFX) subsidiary DJO Global in its acquisition of Trilliant Surgical, a national provider of foot and ankle orthopedic implants
• Represented Colfax Corporation (NYSE: CFX) subsidiary DJO Global in its acquisition of LiteCure, a designer and manufacturer of medical devices for medical and veterinary health care professionals
• Represented Colfax Corporation (NYSE: CFX) subsidiary DJO Global in its acquisition of Stryker Corporation’s (NYSE: SYK) STAR total ankle replacement product and related assets
• Represented Kinderhook Industries’ portfolio company Chemtron Corporation, a hazardous and non-hazardous waste transporter in the Midwest, in its acquisition of certain assets of Tonawanda Environmental Corporation and Tonawanda Tank Transport Service
• Represented The Ideation Lab, LLC in a deal making Coffee Holding Co., Inc. (Nasdaq: JVA) a significant minority owner in The Jordre Well, LLC, a cannabidiol beverage company
• Represented Eagle Specialty Materials, LLC in its purchase of the Eagle Butte and Belle Ayr thermal coal mines from Contura Energy, Inc. and Blackjewel L.L.C.
• Advised James McCool, co-owner of Desert Jet Holdings in the acquisition of sole ownership of the Desert Jet Group of Companies from founder and co-owner Denise Wilson
• Advised Dennis and Dawn Swit in the sale of all of the assets of Loan Protector Insurance Services – a leader in the lender-placed insurance space for the mortgage-servicing industry – to Brown & Brown Inc. (NYSE: BRO)
• Represented Macellum Advisors GP, LLC in an agreement between Big Lots, Inc. and an investor group composed of Macellum Advisors GP, LLC and Ancora Advisors, LLC and certain of their affiliates
• Advised Joshen Paper & Packaging based in Cleveland, Ohio, in its acquisition by Bunzl plc (OTCMKTS: BZLFF), an international distribution and services group based in London
• Advised Colfax Corporation, a leading diversified technology company that provides air and gas handling, fabrication technology, and medical device products and services to customers around the world, in its acquisition of GCE Group, Europe’s leading gas equipment company
• Advised LKD Aerospace, LLC, a global distributor, manufacturer & MRO of aerospace components and a portfolio company of Resilience Capital Partners, in its $25.8-million sale of Systron Donner Inertial, Inc., a world leading manufacturer of quartz MEMS navigation products, to EMCORE Corporation, a leading provider of advanced Mixed-Signal Optics products that provide the foundation for today’s leading-edge defense systems
• Advised Pete & Pete Container Service, Inc., a provider of waste management containers for commercial and residential use, in its acquisition of substantially all of the assets of Boyas Excavating, Inc., an aggregate mining company and landfill operator
• Advised Luminance Holdco, Inc., a designer and distributor of lighting products and a portfolio company of Resilience Capital Partners, in its acquisition of the Emerson Air Comfort Products ceiling fan business of Emerson Electric Co.
• Advised Fulton Technologies, Inc. and Mill City Communications, which service cellular telephone towers and install wireless radio, antenna technology, and small cells and portfolio companies of Resilience Capital Partners, in the sale of substantially all of their assets to ADDvantage Technologies Group, Inc.
• Advised Colfax Corporation its acquisition of Sandvik Material Technology’s welding wire business
• Advised the shareholders of Intergulf Corporation, which provides solutions to industry partners by procuring, blending, treating, and processing petroleum, petrochemical products, and waste streams, in its sale to Kinderhook Industries, LLC, a private investment firm that manages over $2 billion of committed capital
• Advised Olentangy Investment Partners LLC and FM Coal LLC in its acquisition of a family-owned group of coal mining companies in Alabama: Cedar Lake Mining, Inc.; Cane Creek, LLC; and MS&R Equipment, Inc.
• Advised Ultra Electronics Holdings plc, a British defense contractor that provides a wide range of products to the defense, aerospace, security, transport, and energy industries, as Ohio counsel in its proposed $235 million acquisition of Sparton Corporation, a provider of complex and sophisticated electromechanical devices
• Advised Electrolux AB, a global leader in home appliances and appliances for professional use, in its $108 million acquisition of Grindmaster-Cecilware, a leading U.S.-based manufacturer of hot, cold, and frozen beverage dispensing equipment
• Advised Electrolux AB in the sale of its Eureka® brand vacuum cleaner assets to China-based Midea Group, a leading global manufacturer of consumer appliances and heating, ventilation, and air conditioning (HVAC) systems
• Advised Colfax Corporation in its $26 million acquisition of Arc Machines, Inc., a leader in automated orbital TIG welding for niche applications
• Advised The Channel Company, a provider of sales and marketing solutions for the technology channel, in the sale of a controlling interest to Stone-Goff Partners, a private equity investment firm that invests in lower middle-market founder-owned businesses and corporate carve-outs in the consumer and services sectors
• Advised New Media Investment Group, one of the largest publishers of locally based print and online media in the United States, in its acquisition of certain publications of The Dolan Company
• Advised New Media Investment Group in its acquisition of the assets comprising the print publication business of The Dispatch Printing Company, including The Columbus Dispatch
• Advised Diebold Nixdorf, Incorporated, a global leader in providing innovative self-service technology, security systems and related services, in its acquisition of Phoenix Interactive Design, Inc., a world leader in developing innovative software solutions for ATMs and other financial self-serve applications
• Advised Novanta, Inc. (f/k/a GSI Group, Inc.), a designer, developer, and manufacturer of precision photonics and motion control components and subsystems, in its $82.5 million acquisition of NDS Surgical Imaging from Riverside Partners LLC
• Advised Colfax Corporation in its $55 million acquisition of the heavy duty air and material handling and specialty wind tunnel application business of The New York Blower Company
• Advised Colfax Corporation in its €193 million acquisition of the Global Infrastructure and Industry (GII) business of Fläkt Woods Group
• Advised Ampex Brands, one of the largest franchise organizations of Yum! Brands and Long John Silver’s, in its acquisition of multiple Tim Hortons restaurants in Columbus and Dayton, Ohio
• Advised Morgan’s Foods, Inc., the owner and operator of 68 KFC, Taco Bell and Pizza Hut Express franchises in Ohio, Pennsylvania, West Virginia, Illinois, New York, and Missouri, in its $20.6 million sale to Ampex Brands
• Advised the shareholders of Trademark Games, Inc., a manufacturer and supplier of consumer products to mass market internet retailers, in the sale of a controlling interest to Blue Point Capital Partners
• Advised The Channel Company in the divestiture of its SharedVue platform
• Advised The Channel Company in its acquisition of the assets comprising the “Everything Channel” business of UBM LLC, a wholly owned subsidiary of UBM plc

corporate governance

• Advised Civista Bancshares, Inc., a regional bank holding company located in Sandusky, Ohio, in obtaining the vote of its shareholders to amend Civista’s charter to eliminate pre-emptive rights and cumulative voting in the election of directors in anticipation of an equity offering
• Advise the board of directors of Stoneridge, Inc., a global designer and manufacturer of highly engineered electrical and electronic components, modules, and systems for the commercial vehicle, automotive, off-highway, and agricultural vehicle markets, on various corporate governance matters
• Advise public companies in addressing shareholder proposals under Rule 14a-8 under the proxy rules. Previous clients include, among others, Ferro Corporation, FirstEnergy Corp., and Penton Media, Inc.
• Advise the boards of directors of several closely held companies on corporate governance and shareholder relations matters

contests for corporate control

corporate

• Advised A. Schulman, Inc. on a negotiated settlement in response to a proxy solicitation by Barington Capital Group to obtain multiple board seats
• Successfully defended Cryo-Cell International, Inc. against a proxy solicitation by David Portnoy to replace the board of directors
• Successfully defended Dynamics Corporation of America against an unsolicited tender offer and related proxy solicitation by WHX Corporation; DCA entered into a negotiated merger with CTS Corporation
• Defended GenCorp, Inc. against a proxy solicitation by Pirate Capital LLC
• Successfully defended The Lamson & Sessions Company against a threatened proxy solicitation by Ramius Capital Group to obtain multiple board seats; Lamson entered into a negotiated merger with Thomas & Betts Corporation
• Successfully defended LCA-Vision Inc. against a consent solicitation by the founder and former Chairman to remove and replace the board of directors
• Successfully defended Myers Industries, Inc. against multiple proxy solicitations by GAMCO Asset Management Inc. to obtain multiple board seats
• Successfully defended Oglebay Norton Company against an unsolicited tender offer and related proxy solicitation by Harbinger Capital Partners; Oglebay entered into a negotiated merger with Carmeuse North America, a unit of Carmeuse Group
• Successfully defended Potash Corporation of Saskatchewan against an unsolicited tender offer by BHP Billiton Plc, which withdrew its offer
• Defended Zoran Corporation against a consent solicitation by Ramius Capital Group to remove and replace multiple directors; Zoran entered into a negotiated merger with CSR Plc

shareholder

• Served as Ohio counsel to Macellum Capital Management in its threatened proxy solicitation to obtain multiple board seats at Big Lots, Inc.
• Advised Richard M. Osborne, an individual shareholder of Gas Natural Inc., a natural gas utility that distributes and sells natural gas to residential, commercial, and industrial customers, in a proxy contest to replace the entire board of directors
• Served as Ohio counsel to FrontFour Master Fund, Ltd. and Quinpario Partners, LLC in their combined proxy solicitation to obtain multiple board seats at Ferro Corporation; Ferro agreed to give FrontFour/Quinpario two board seats
• Advised Steve Bershad, an individual shareholder of GSI Group, Inc., in a threatened proxy contest to replace the board of directors; GSI Group filed for bankruptcy and the representation converted to representing the equity committee; Bershad is now Chairman of the Board
• Served as Ohio counsel to Triarc Companies, Inc. in its threatened proxy solicitation to obtain multiple board seats at Wendy’s International Inc.; Triarc entered into a negotiated merger with Wendy’s