EL SEGUNDO, CA (June 20, 2019)—Adishian Law Group Advises Premier World Discovery on Acquisition of AFC Vacations.

Adishian Law Group is pleased to announce the Premier World Discovery has completed the acquisition of AFC Vacations.   The Company’s Press Release regarding the acquisition follows:

Redondo Beach, CA – June 20, 2019 – Premier World Discovery announced that it has acquired AFC Vacations, a tour operator offering affordable first class tours, river cruises and ocean cruise-tours. The purchase continues Premier World Discovery’s growth plan and will better serve the needs and service to all guests that travel with both companies.

Matthew Kennel, Co-owner and Co-President of Premier World Discovery noted, “The acquisition of AFC Vacations complements our overall global tour offerings and provides synergies that will produce greater opportunities and customer service for our guests. We have always been impressed with the tour and cruise offerings as well as the level of customer service that AFC Vacations has provided their guests over the past 37 years.”

Stephen Birkett, Founder and Co-President of Premier World Discovery also commented, “Our acquisition of AFC Vacations provides a major growth opportunity for both brands and offers an exciting opportunity to continue to evolve. The acquisition also supports our strategy in the group travel market and at the same time meet the demands and needs of future guests on our tours around the world in an ever changing global travel market.”

“AFC Vacations is very excited to join Premier World Discovery, this is a perfect match. Both companies share similar philosophies and values and we look forward to expanding our tour offerings to our guests and continue to grow the AFC Vacations brand under Premier World Discovery”, said Randy Case, Founder and President of AFC Vacations.

ABOUT PREMIER WORLD DISCOVERY

Premier World Discovery offers Worldwide Guided Travel with 2019 marking the company’s 20th year in business. The company employs a national sales team and has grown to offer more than 80 fully guided tour programs both domestically and internationally to more than 50 countries and 6 continents. Guests can choose from five distinct travel styles – One Hotel – Limited Hotel Stay Tours, Classic Tours, Rail Journeys & Train Tours, Exotic Discovery Tours and Exclusive European River Cruise Charters. To learn more about Premier World Discovery and its current tour offerings visit premierworlddiscovery.com.

ABOUT AFC VACATIONS

Founded in 1982, AFC Tours offered escorted tours both in North America and internationally. AFC Tours was eventually rebranded into AFC Vacations, with the acronym AFC meaning – Affordable First Class Vacations. Randy Case will continue to lead AFC Vacations as the President and the company will continue to be based in San Diego. AFC Vacations will run as a separate division with the same executive team and the same focus – offering unparalleled customer service, memorable vacations and unique lifetime experiences aimed at exceeding guests’ expectations. To learn more about AFC Vacations and its current tour offerings visit afcvacations.com

About Adishian Law Group, P.C.

Adishian Law Group is a California law firm with a statewide practice in the areas of Corporate law, Employment law and Real Estate law. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this transaction, contact Chris Adishian:

Telephone: 310.726.0888 | 650.646.4022 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

EL SEGUNDO, CA (December 31, 2017)—Adishian Law Group Advises Pioneer Magnetics on Sale of Business.

Adishian Law Group is pleased to announce the sale of Pioneer Magnetics’ power supply business to United States Technologies-Aldetec Holdings Company (“UST-Aldetec”).

“This transaction was an opportunity to represent a truly remarkable sixty year old, Santa Monica-based family business that designs, manufactures and sells mission-critical power supply products to a global customer base” says Attorney Chris Adishian.

On behalf of our client, Adishian Law Group led the legal work on the transaction from initial letter of intent (LOI) through Closing.  “Like many family business sales, this transaction involved many stakeholders, and we coordinated our representation with other attorney retained to advise the shareholder’s family on matters relating to the sale” stated Adishian.

The firm’s work included included negotiating, draft or reviewing the following documents: Letter of Intent, Deal Memo, Asset Purchase Agreement, Schedules, Escrow Agreement, Bill of Sale, IP Assignment and Assumption Agreement, Transition Services Agreement and a variety of post-Closing matters.

About Pioneer Magnetics

Founded in 1957 by Dr. Allen B. Rosenstein, over the course of 60 years Pioneer Magnetics built a global business designing and manufacturing the highest quality switching power supplies. PMI’s power supply business offers low voltage and high current products ranging from < 1,000 Watts to > 30KW per box. COTS, isolated and non-isolated, intelligence as well as “thousands” of combinations, such as racks/power shelves, are available in standard and unique sizes.

About UST-Aldetec

UST-Aldetec is a consolidation of companies brought together to provide superior services and products to our Defense and Commercial customers. Together they are expert at RF detection, Frequency Conversion, Broadband Amplification, Power management, and repair/re-engineering of subsystems for obsolescence mitigation and extending system lifetime. UST-Aldetec teams can design, manufacture and support products seamlessly and rapidly. Their design turn averages less than 6 months from receiving a specification. Our goal is to provide high quality subsystems to our customers at an affordable price, and to keep them running with an exceptional MTBF. UST-Aldetec is a certified small business, AS-9100 certified with over 40,000 Square feet of manufacturing space.

About Adishian Law Group, P.C.

Adishian Law Group is a California law firm with a statewide practice in the areas of Corporate law, Employment law and Real Estate law. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this transaction, contact Chris Adishian:

Telephone: 310.726.0888 | 650.646.4022 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

 

EL SEGUNDO, CA (October 1, 2012)—Adishian Law Group served as exclusive sell-side counsel to Bay Area Pain Center in its sale to Prospira PainCare.

In one of the most significant M&A transactions for a Bay Area healthcare company this year, Prospira PainCare (www.prospirapc.com) announced the acquisition of Bay Area Pain & Wellness Center (“BAPWC”) (www.bapwc.com) as its initial entry into the massive California market.

The Adishian Law Group represented BAPWC as exclusive sell-side legal counsel throughout the transaction, from letter of intent through execution of deal documents. Prospira’s transaction team included three law firms — two ranked in the Top 60 in the United States by size — and three private equity firms.  “Representing BAPWC in the sale of the enterprise to such a sophisticated buyer as Prospira was the type of challenging, complex and fun assignment that lies right in our wheelhouse,” states Chris Adishian, President of the Adishian Law Group. “Our team brought a wealth of transactional experience to the table, which leveled the playing field and helped the Company reach a “full value” deal that was fair all around.”

This confidence in the Adishian firm is testimony to the Principal’s judgment and the firm’s breadth and depth of knowledge in sell-side M&A transactions. Prior to quarterbacking corporate and transactional matters as a lawyer, Adishian spent time at Arthur Andersen and the West Coast’s leading investment banking firm, Montgomery Securities.

Says Adishian, “We appreciate the trust placed in us by BAPWC, and are grateful for the opportunity to apply our talents towards achieving a successful transaction for our client.”

About Prospira Pain Care

Prospira PainCare, located in Mountain View, California was founded in August 2012. Prospira PainCare partners with world class interventional pain management physicians and rehabilitation specialists (www.prospirapc.com).

About Bay Area Pain Center

Since 1999, BAPWC has offered a full complement of pain therapies, from highly specialized interventional treatments, to the most sophisticated interdisciplinary pathways and programs. The Company addresses one of the most complex and challenging problems in society—chronic pain. Bay Area Pain & Wellness Center has increased its sphere of influence through geographic expansion from its headquarters facility in Los Gatos to San Francisco and Santa Cruz along with education through publications, lectures and teaching (www.bapwc.com).

About Adishian Law Group, P.C

Adishian Law Group is a California law firm with a statewide practice in the areas of Corporate law, Employment law, Real Estate law and Mediation Services. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco. As of March 2013, Adishian Law Group, P.C. has represented individual and corporate clients located across 20 California counties, 4 States outside of California and 9 foreign countries — in over 340 legal matters.

For more information about this topic or to speak with Chris Adishian:

Telephone: 310.726.0888 | 650.646.4022 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @algpc  | LinkedIn | Facebook | YouTube

 

The leveraged buy out (LBO) and management buy out (MBO) are common tools of American businesses whereby an acquiring entity will purchase its target through a combination of debt and equity. No brilliance there, right? The clever part, however, comes in where the target company (i.e. its assets) are given as collateral for the debt. In essence the target helps facilitate its own acquisition. This is accepted as normal in the U.S., presumably under the belief that it leads to the most efficient allocation of capital and assets.

Across the pond though, the UK market takes a dim view of such financial moves — it is in fact unlawful for a company to assist in the acquisition of its own shares. This is commonly referred to as the “no financial assistance” rule. Assistance is defined generally as a guarantee, indemnity, gift or security provided to the acquiror. Aside from apparent common sense foundation that if you can’t afford it on your own, you shouldn’t buy it, this rule is primarily designed to protect creditors and the capital inside the target corporation. It is not a blanket prohibition however, and the UK provides for a “whitewash” test (what we would call a “safe harbor”). The “whitewash” rules will not be covered in this posting.

France and Germany similarly have rules against financial assistance for much the same policy reasons as the UK. France allows no whitewash, whereas German transactions can be structured generally to comply with the legal tests.

There remain open issues as to whether and how the emergence of

cheap cialis

the EU will standardize national corporate legal policies. For now, transactions within a country are controlled by that country’s corporate legal structure. As shown here, Europe can be quite a different playing field that the U.S.

[Many thanks to Focus Europe Summit 2004, and Gibson, Dunn and Crutcher LLP for source materials on this topic.]

About Adishian Law Group, P.C.

Adishian Law Group is a California law firm with a statewide practice in the areas of Corporate law, Employment law, Real Estate law and Mediation Services. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco. As of March 2013, Adishian Law Group, P.C. has represented individual and corporate clients located across 20 California counties, 4 States outside of California and 9 foreign countries — in over 340 legal matters.

For more information about this topic or to speak with Chris Adishian:

Telephone: 310.726.0888 | 650.646.4022 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @algpc | LinkedIn | Facebook | YouTube