Minnesota Lawyer
Nordson Corp. in November announced it had completed the acquisition of CyberOptics Corp., a global developer and manufacturer of high-precision 3D optical sensing technology solutions. “The acquisition enhances Nordson’s test and inspection platform, providing differentiated technology that expands Nordson’s product offering in the semiconductor and electronics industries,” the company announced.
The $400 million deal was handled by Stephen Quinlivan at Stinson, one of many large deals he’s handled. “It’s an incredible sense of responsibility. We do our best to meet client’s expectations. Nothing is sure until the money is wired,” Quinlivan said.
Quinlivan also does a lot of railroad work, including multimillion-dollar transactions for Canadian Pacific Railroad.
Quinlivan and others are experiencing a change in the regulatory environment. Antitrust is sort of an open game, everything is subject to challenge,” The head of the SEC, Gary Gensler, has been reported as having a “sweeping regulatory agenda,” and the commission is reportedly losing staff. According to Quinlivan, Gensler has submitted more proposals and adopted more rules than any other SEC head. Quinlivan calls the changes burdensome and not required.
He also said that it is the Federal Trade Commission and the Department of Justice that are interrupting transactions, not the SEC. The other new regulator is the Committee on Foreign Investment in the United States, (CFIUS), which may step in when a foreign buyer acquires a U.S. company, possibly raising national security concerns. “It’s uncharted territory,” Quinlivan said.
While most M&A attorneys don’t expect a boom year like 2021 soon, it is still a seller’s market, Quinlivan said. As interest rates increase, the impact on M&A is open and tax considerations always exist. Strategic acquirors, mostly in public companies, may become more cautions, but private equity groups have cash they need to spend. The reaction to recession is a little more uncertain, but nobody’s holding back going to market, he said.
