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Our M&A lawyers are among the most experienced and effective in the world. We represent many of the world's largest publicly traded and privately held companies, as well as leading private equity firms, financial advisors and other financial institutions and investors on their most important mergers, acquisitions and takeover transactions.

Genco Distribution System to Acquire ATC Technology in $512.6 Million Cash Merger

On Sunday, July 18, our client, Genco Distribution System, Inc., a privately held, Pittsburgh-based company specializing in contract and pharmaceutical logistics, product liquidation and other services for manufacturers, retailers, and U.S. government agencies, entered into a merger agreement to acquire ATC Technology Corporation, a public company traded on NASDAQ that provides engineered solutions for logistics and refurbishment services to the consumer electronics industries and certain automotive related services. The transaction is an all cash merger that values ATC at approximately $512.6 million.

The transaction, appropriately code-named Project Transformers, will be a truly transformative event for Genco, doubling its size and expanding its footprint in the national logistics industry. The merger terms provide ATC with a 30 day "go-shop" period, and the transaction is expected to close in the fourth quarter of 2010.

The acquisition will be financed by a private equity investment of approximately $125 million from Greenbriar Equity Group, LLC and a $450 million bank financing from a group led by PNC Bank and Wells Fargo.

The Paul, Weiss team led Genco's negotiations with ATC and Greenbriar, and collaborated with Genco's long-term regular counsel, Thorp Reed & Armstrong. We also worked closely with Thorp Reed in negotiating the terms of the acquisition debt financing.

The Paul, Weiss team was led by partners Toby Myerson, Tarun Stewart and Valerie Radwaner, together with invaluable assistance coming from partners Steve Lamb, Jeff Samuels, Steve Shimshak, Joe Simons, Larry Wee and Larry Witdorchic; counsel Scott Grader, Francis Mi and Bill O'Brien; associates Ellen Ching, Lisa Eisenberg, Lee Hepner, Zoe Hilden, Sena Ku, Christopher Livingston, Liza Montesano, Brett Nadrich, Elizabeth Veit Osborne, Romica Singh, Eric Stoller, Alykhan Sunderji, Ramy Wahbeh and Pearl Yuan-Garg; and summer associates Shelby Cohen, Kennedy Gachiri, Frank Jeng and Shelly Lin.

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