Greenberg Traurig shareholders Drew Altman and David Wells in Miami. Courtesy photos

It may sound outlandish, but two Miami attorneys who specialize in corporate law can take some credit for the proliferation of cell and gene therapies.

Greenberg Traurig shareholders Drew Altman and David Wells advised on the $380 million acquisition of HemaCare Corp., a supplier of customized human biomaterials to cell and gene therapy researchers, to Charles River Laboratories Inc. The attorneys represented HemaCare closing the deal on Jan. 3.

Charles River Laboratories, based in Wilmington, Massachusetts, services a wide sector in the biotechnology and chemical industries and will add HemaCare to its research models and services segment.

HemaCare has a large donor pool for harvesting cells and tissue and preparing them for clients who work in biomedical and drug research in the growing field of cell and gene therapy. It harvests peripheral blood, bone marrow and cord blood; the latter two are stem cell sources.

Charles River Laboratories, founded in 1947, is publicly traded, and Los Angeles-based HemaCare, founded in 1978, was publicly traded until the deal closed.

Generally, a big acquisition involving two publicly traded companies would take at least several months, mostly time spent getting shareholder approval once a merger agreement was signed.

"Oftentimes when deals are signed, people spend a couple of months talking about it, wondering what's going to happen, discussing it. That didn't happen here. It was signed and closed, which is rare for a big deal," Wells said.

The shareholder approval waiting time was eliminated because HemaCare directors, officers and shareholders with majority control approved the deal by written consent before the merger agreement was signed.

"It's very, very rare for a public deal to get shareholder approval before signing, sign it and get it closed. It's a huge cost savings. It's rare," Wells said, adding the deal was generated over the holidays.

The acquisition breaks down to $25.40 per HemaCare share, or a 27% premium on its closing share price on Dec. 13. Shareholders received a 33% premium based on HemaCare's volume weighted average stock price over the last 60 trading days.

The engagement began when HemaCare set out to look for a buyer, according to Altman, chairman of the firm's Miami corporate practice.

"This was a deliberate and well-thought-through process supported by independent outside experts, including investment bankers," he said.

The deal is expected to be a boon for Charles River by expanding its offerings to the cell therapy industry, which is expected to experience massive growth in coming years with new product approval.

"HemaCare's and Charles River's expectations are that business is going to grow rapidly," Wells said.

Charles River Laboratories generates $100 million in annual revenue from its cell therapy platform and expects the acquisition to add $50 million to its consolidated revenue this year. The buyer is projecting 30% annual revenue growth for the next five years.

"Cell and gene therapies are important new modalities with an estimated 10 to 20 new product approvals per year within five years," Charles River chairman, president and CEO James Foster said in a news release. "The addition of HemaCare's innovative cell therapy products and services to our integrated, early-stage solutions will create a unique, go-to partner for clients to work with Charles River across a comprehensive cell therapy portfolio from idea to novel therapeutic."

HemaCare started as a blood banking and therapeutic apheresis company and played a role in several drugs approved by the U.S. Food and Drug Administration. It has worked on all cell therapy drugs so far approved by the FDA.

"Partnering with Charles River will strengthen the value proposition for our clients, enabling them to work seamlessly with one scientific partner to enhance the speed and efficiency with which they can advance their cell therapies," HemaCare CEO and president Pete van der Wal said in a news release.