Olshan Law: Attorney Profiles: Kenneth M. Silverman

KENNETH M. SILVERMAN
Partner / New York

Ken is a corporate attorney who advises issuers and investors on a variety of matters, including public offerings and private placements, mergers and acquisitions and shareholder activism. Ken has advised public and private entities in connection with proxy contests and hostile takeover bids. In the M&A area, he has represented both publicly-traded and privately-held companies as buyers and sellers. Mr. Silverman also represents hedge funds, venture capital funds and start-ups in connection with their formation and capital raising.

Mr. Silverman regularly advises clients regarding corporate governance, general corporate, executive compensation and securities laws matters, including the preparation and filing of '34 Act reports.

REPRESENTATIVE MATTERS
M&A Transactions

Represented Ness Technologies, Inc., a global provider of information technology solutions and services, in connection with its merger with its merger of an affiliate of Citi Venture Capital International (CVCI), a global private equity investment fund. The transaction had an equity value of approximately $307 million.
Represented Steel Partners Japan in its attempt to increase its ownership stake in Sapporo Holdings Ltd., including Steel Partners' negotiations with Sapporo's Board and navigation of Sapporo's anti-takeover measures. Also provided representation in tender offers to acquire 100% of three Japanese public companies: Bull-Dog Sauce Co., Ltd., Myojo Foods Co., Ltd., and Tenryu Saw Mfg. Co., Ltd.
Represented NuCO2 Inc., the leading and only national provider of bulk CO2 products and services to the U.S. fountain beverage industry, in connection with its merger with Aurora Capital Group. The transaction was valued at approximately $487 million.
Represented Ness Technologies, Inc. in connection with multiple acquisitions, including its $25 million acquisition of Olas Software Solutions Inc. (d/b/a Innova Solutions), a provider of IT services and solutions based in the United States and India.
Represented a leading provider of enterprise storage solutions for the food and beverage industry in multiple acquisitions and related debt and equity financings.
Represented a privately-held information technology storage solutions provider in its $28 million merger with a leading provider of enterprise computer technology solutions listed on The Nasdaq Global Market.
Represented a venture capital-financed owner of radio stations in the $66 million sale of its stations to a Nasdaq-listed media conglomerate.

Financing Transactions

Represented NuCO2 Inc. in its $124 million public offering on The Nasdaq Global Market.
Represented Ness Technologies, Inc. in its $160 million initial public offering on The Nasdaq Global Market, as well as in its venture capital financings.
Represented AmCOMP Incorporated in its $94.5 million initial public offering on The Nasdaq Global Market.
Represented the lead investor in a $100 million convertible debt PIPE financing of Metalico, Inc.
Represented the lead investor in a PIPE financing of a China-based auto parts manufacturer.
Represented an investor in his $18 million investment in a privately-held payment processing company.
Represented a venture capital fund with the formation and seed financing of the Gospel Music Channel television network.

Shareholder Activism

Steel Partners Japan

Represented SPJ in its successful proxy contest against Aderans Holdings Co. Ltd. at the 2009 annual meeting. Shareholders elected to Aderans' Board of Directors all of Steel Partners' candidates in a rare victory for shareholder activism in Japan.
Represented SPJ in the successful negotiation of a settlement agreement with Aderans Holdings Co. Ltd. following the defeat of the incumbent Board's re-election at 2008 annual meeting. As a result of the settlement agreement, Aderans agreed to corporate governance changes and to nominate for election to Aderans' Board two candidates proposed by Steel Partners. This was the first time that a foreign investment fund succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.

Accipiter Capital

Represented Accipiter in the negotiation of a settlement agreement with Orchid Cellmark, Inc. resulting in two Accipiter nominees being nominated for election to Orchid's Board of Directors and agreement on related director compensation matters.
Represented Accipiter in the negotiation of a settlement agreement with Rural/Metro Corporation resulting in two Accipiter nominees being nominated by the company for election to its Board, with a third nominee to be mutually selected by Accipiter and the company.

BAR ADMISSIONS
1996, New York

MEMBER
American Bar Association (Member, Business Law Section)
Association of the Bar of the City of New York