Intellectual Property (IP) Mergers and Acquisition (M&A) Services
As an IP-centric merchant banking organization, IP-Holdings offers intellectual property M&A services to businesses that:
• Seek to acquire a large patent portfolio
• Seek to sell a large patent portfolio
• Are buying a business or business unit with significant intellectual assets
• Are selling a business or business unit with significant intellectual property such as patents
• Is taking public or taking private a business of which significant assets are intellectual property
To buy or sell a patent, a few patents or a few patent portfolios, a patent brokerage service will best serve your needs, and IP-Holdings offers patent brokerage services for those types of transactions. But for patent acquisitions or sales that involve hundreds or thousands of patents, an intellectual property M&A services firm is really needed.
Most businesses call on a merchant bank or M&A firm to assist them with mergers and acquisitions – selling or acquiring, or taking public or taking private a business or business unit – and merchant banks and M&A firms are clearly capable of assisting with and managing conventional transactions.
But intellectual property M&A – the sale or acquisition of a major patent portfolio or a business with significant intellectual property assets – requires the services of an organization with BOTH M&A services AND intellectual property expertise. IP-Holdings offers the ideal combination of negotiating, valuation, due diligence, legal and financial skills, AND an intimate understanding of the unique dynamics that intellectual property assets bring to such a transaction.
Valuation and due diligence in an intellectual property-based M&A transaction is totally different from the valuation and due diligence that is performed in a conventional business sale, acquisition, merger, privatization or IPO. There is no EMITDA when valuing intellectual property, and conventional due diligence procedures do not apply.
The intellectual assets – specifically patents – must be examined for licensing and enforcement opportunities, potential market revenue must be determined, key or essential patents in the portfolio have to be culled, and claims in the fundamental patents have to be matched against possibly infringing products and services.
What financial and legal encumbrances each patent may have needs to be determined, as well as what impact the licensees of any of the patents may have, and those issues need to be incorporated into the transaction.
When selling, buying, taking public or taking private a business or business unit that may have significant intellectual property, the informed party in the transaction needs to how if there are intellectual assets – or, possibly, intellectual liabilities – that are not recorded on the balance sheet. Many businesses develop new technologies, patent them, but never record those patents as assets. Other companies license patents, creating assets, liabilities and obligations that do not appear on the financial statements of the company. It takes a specialized firm like IP-Holdings with its intellectual property expertise and affiliations, and its specialized IP M&A know-how, to put together a team that can ascertain what unrecorded intellectual assets or intellectual liabilities exist, but have not been reported, and how they can incorporated into the transaction.
IP-Holdings may identify millions of dollars of unreported assets that make the transaction incredibly profitable – maybe even self-funding! Or IP-Holdings may uncover liabilities that will re-price or kill the deal!
If your business is considering a major acquisition, divestiture, merger or IPO involving a business with significant intellectual property assets, it pays to have the intellectual property professionals at IP-Holdings on your side of the table! It costs you nothing, and it puts you under no obligation, to have an initial, confidential discussion with the IP experts at IP-Holdings. Contact our Alec Schibanoff at 845-368-4000 Ext. 116 or firstname.lastname@example.org.