CARLE MACKIE LAW FIRM LED $238 MILLION SAPHEON DEAL

Mon, 1/12/15
North Bay Business Journal

Carle Mackie law firm led $238 million Sapheon deal

By James Dunn, Business Journal Staff Reporter

Monday, January 12, 2015, 8:08 am

SANTA ROSA — In August, Sapheon Inc., a maker of venous disease treatments formerly based in Santa Rosa, sold to Covidien, a global health care company based in Dublin, Ireland.

The price, not disclosed at the time, was $238 million according to Covidien’s recent filing with the Securities and Exchange Commission. Simon Inman, partner at Carle Mackie

Santa Rosa law firm Carle, Mackie, Power & Ross represented Sapheon with a team led by partner Simon Inman. The firm, starting in 2009, advised Sapheon in earlier rounds of Series A financing, convertible notes and Series B financing. By early 2014, the company had raised about $36 million and had 343 shareholders.

Sapheon needed a majority of shareholders in each of three classes of shares. In order to close the transaction and avoid dissenter rights that might have blocked the deal, 90 percent of the shareholders had to accept the offer. “We had none,” Mr. Inman said of dissenters, and the deal had 90 percent approval in 15 days. “Managing that sort of transaction and process is quite a task,” Mr. Inman said.

Covidien had 2013 revenue of about $10 billion. Sapheon was incubated in the University of Northern California incubator in 2007 and moved to North Carolina in 2011.

In a law business environment where many firms are struggling and shrinking, Carle Mackie has managed to expand, hiring four attorneys in 2014 including Adam Rosenblum in transaction law, and Daren Shaver in tax law. Two lawyers joined in December 2014: Rick O’Hare does intellectual property law, and John Loveman does general litigation. “We have seen growth in all aspects of our business,” Mr. Inman said.

The firm, with 17 attorneys, is among the largest in Sonoma County with a primary emphasis on serving business.

Carle Mackie worked on these additional deals in recent years: sale of Nieco Corporation to Middleby Corporation; sale of Goosecross Cellars to AC Vinco (Coors Family); Vintage Wine Estates, acquisitions of Clos Pegase and Viansa; Vincraft, acquisitions of Kosta Browne and Gary Farrell; Vincraft, sale of Kosta Browne to JW Childs; Boisset America, acquisitions of DeLoach, Raymond and Buena Vista; sale of Chalk Hill Winery to Foley Wine Estates; Wine Direct Inc., acquisitions of Vin 65 and Elipsis Software; sale of Vintage Nurseries to The Roll Group.

The firm also worked on the Kosta Browne Winery majority buyout in December 2014 with an estimated $50 million investment by J.W. Childs Associates, based in Boston. It bought out Vincraft, which purchased a controlling interest in the winery in 2009. Kosta Browne, based in Sebastopol, was started in 1997 by Dan Kosta and Michael Browne. Chris Costello joined the partnership in 2001. The three partners still own an estimated 40 percent of the winery.

Sapheon makes the VenaSeal system that uses a medical adhesive to close the great saphenous vein in patients with varicose veins and chronic venous insufficiency. The minimally invasive outpatient procedure is done with a catheter under ultrasound guidance. The procedure requires no tumescent anesthesia, which involves multiple anesthesia injections, and results in less bruising than traditional thermal treatments.

The VenaSeal system, which has been used to treat some 2,000 patients, is approved in Canada, Europe and Hong Kong. The system is limited to investigational use in the United States.

Sapheon also completed enrollment and followup of a VeCLOSE clinical trial in the United States and sought premarket approval from the U.S. Food and Drug Administration. The treatment allows complete closure of a vein after treatment.

Sapheon’s specialty is advanced treatment for venous reflux disease, which prompted nearly 550,000 surgical procedures worldwide in 2012.

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