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Mr. Przesmicki regularly represents public and private companies in a broad range of corporate governance matters, mergers and acquisitions and financing transactions.
Mr. Przesmicki has represented issuers and underwriters in public company financings and initial public offerings involving the sale of approximately $2 billion in equity and debt securities. He has handled a significant number of merger and acquisition transactions, including buyer and sell-side deals, and managed numerous venture capital financings for private company clients. He also has extensive experience managing complex transactions including option-exchange tender offers, debt redemptions, joint ventures and strategic commercial transactions.
He is counsel to companies in diverse industries, including diagnostics, enterprise software, medical devices, life sciences, semiconductor, consumer software and web services.
Representative recent M&A transactions include:
- Sale of DivX, Inc. to Sonic Solutions, Inc. in a stock and cash merger valued at $400 million.
- Acquisition by Provide Commerce, Inc. of Personal Creations.
- Acquisition by Gen-Probe Incorporated of Prodesse, Inc. in an all-cash transaction.
- Sale of Monogram Biosciences, Inc. to Laboratory Corporation of America in a two-step cash tender offer/merger transaction.
- Sale by Conexant Systems, Inc. of a division having approximately $200 million in revenue and over 700 employees located in 13 different geographic locations worldwide.
- Acquisition by Entriq, Inc. (U.S. subsidiary of South African conglomerate) of Dayport, Inc.
- Acquisition by DivX, Inc. of a MainConcept AG, a private German entity, in a stock and cash transaction involving upfront and potential earnout payments.
- Acquisition by Progressive Gaming International, Inc. of EndX, Inc., a private U.K. entity, in an all-cash transaction.
- Acquisition by Monogram Biosciences, Inc. of ACLARA Biosciences, Inc. in a registered, stock-for-stock merger.
- Sale of Lightspan, Inc. in a registered, stock-for-stock merger.
- Sale of Buy.com, Inc. in a "going private" cash-out merger, following a 6 month auction process involving numerous bidders.
- Contribution by Conexant Systems, Inc. of a wafer fabrication facility to a newly formed JV funded by an institutional investor. The JV had over 600 employees and annual revenue in excess of $100 million at its inception.
Representative recent financing transactions include:
- $100 million debt and warrant financing by Arena Pharmaceuticals, Inc. (2009)
- $50 million follow-on public offering by Arena Pharmaceuticals, Inc. (2009)
- $25 million drawdown of an equity line of credit by Arena Pharmaceuticals, Inc. (2009)
- Registered direct public offering by Anadys Pharmaceuticals, Inc. (2009)
- $50 million follow-on public offering by Progressive Gaming International Corporation (2007
- $110 million follow-on public offering by Arena Pharmaceuticals, Inc. (2007)
- $150 million follow-on public offering by Arena Pharmaceuticals, Inc. (2006)
- $165 million follow-on public offering by Arena Pharmaceuticals, Inc. (2006)
- $67 million follow-on public offering by Progressive Gaming International Corporation (2005)
- $62 million follow-on public offering by Anadys Pharmaceuticals, Inc. (2005)
- $250 million convertible debt offering (144A) by Cymer, Inc. (2002)
- Initial public offerings for DivX, Inc. (2006) and MP3.com, Inc. (1999)
Mr. Przesmicki was previously Vice President of Legal Affairs at MP3.com, Inc., where he led a 12 person legal team, including seven attorneys. At MP3.com, he was responsible for all of the company's legal affairs, including: general corporate governance, SEC and Nasdaq compliance matters; securities/financing transactions; strategic investments; commercial transactions; joint ventures; content acquisition issues; international operations; website maintenance and compliance matters; real estate and facilities matters; patent and trademark prosecution; mergers and acquisitions; human resources counseling; contests and sweepstakes; and litigation matters. His role also involved active support of the company's accounting, finance, tax, banking, insurance, investor relations, lobbying and business development activities.
Mr. Przesmicki was recognized in the 2011 edition of The Best Lawyers in America in the area of Corporate Law.
Mr. Przesmicki received his law degree, cum laude, from the University of Wisconsin Law School, where he was elected to the Order of the Coif and served as an associate editor of the Wisconsin Law Review. In 1989, he received a Bachelor's degree in Political Science from the University of Wisconsin, Madison. Prior to attending law school, Mr. Przesmicki served as an officer in the United States Navy.
Mr. Przesmicki is a partner in the Cooley Business department and a member of the Securities Regulation, Mergers and Acquisitions, Public Offerings and Debt Securities Transactions practice groups. He joined the Firm in 1995 and is resident in the San Diego office. He is a member of the State Bar of California and the State Bar of Wisconsin.
Education- University of Wisconsin-Madison Law School
JD, 1995, cum laude, Order of the Coif - University of Wisconsin-Madison
BA Political Science, 1989
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