Marjorie Sybul Adams practices in the area of corporate and securities law, with a special emphasis on corporate finance and mergers and acquisitions transactions.

Ms. Adams's corporate finance experience includes representation of issuers and underwriters in public and private offerings of equity and debt securities, including IPOs, follow-on offerings, Rule 144A debt offerings, PIPEs, tender offers and venture capital investments. She regularly represents public and private companies in negotiated acquisitions, dispositions and joint ventures and has represented bidders in contested transactions.

Ms. Adams has worked extensively with medical device and other health care companies, both as company counsel and as underwriters counsel. She also works frequently with South African, Australian and Israeli companies. Ms. Adams regularly advises public companies on their Sarbanes-Oxley, SEC and stock exchange compliance obligations and advises REITS, investment advisers and hedge fund managers in connection with the Investment Company Act of 1940 and the Investment Advisers Act of 1940.

Ms. Adams has been named a New York Super Lawyer and listed among Lawdragon's 3,000 Leading Lawyers in America.

Ms. Adams is a member of DLA Piper's firmwide Policy Committee.

Representative Transactions

Capital Markets Transactions

• HeartWare International, Inc.: Represented a medical device manufacturer in redomiciliation from Australia to the United States, NASDAQ listing and two private placement transactions in the US and Australia
• Unilife Corporation: Represented a medical device manufacturer in redomiciliation from Australia to the US, NASDAQ listing and two private placement transactions in the US and Australia
• Fuqi International Ltd: US$72 million initial public offering of a China-based jewelry manufacturer. Lead underwriter: Merriman Curhan Ford (underwriters' counsel)
• Scientific Learning Corporation: Follow-on public offering of an educational software company. Lead underwriter: ThinkEquity Partners (underwriters' counsel)
• Somanetics Corporation: US$55.2 million follow-on public offering of common stock of a developer and manufacturer of non-invasive patient oximetric monitoring systems. Lead underwriter: Citigroup Global Markets (underwriters' counsel)
• Luna Innovations Incorporated: initial public offering of a contract research company. Lead underwriter: ThinkEquity Partners (underwriters' counsel)
• Net 1 UEPS Technologies, Inc.: Represented a South African-based provider of alternative payment system to the unbanked and under-banked populations of developing economies in a US$335 million initial public offering. Lead underwriters: Morgan Stanley and J.P. Morgan (issuer's counsel)
• Various PIPE transactions as placement agent counsel (CRT Capital; Merriman Curhan Ford; Bear Stearns) and as issuer counsel (Celsia Technologies)
• Syneron Medical, Ltd.: US$222 million follow-on public offering of common stock of an Israeli medical device company. Lead underwriter: Lehman Brothers (underwriters' counsel)
• OccuLogix, Inc.: US$100 million initial public offering of common stock of a Canada-based opthalmic therapeutic company (dual listing on NASDAQ and Toronto Stock Exchange). Lead underwriter: Citigroup Global Markets (underwriters' counsel)
• Syneron Medical, Ltd.: US$60 million initial public offering of common stock of an Israeli medical device company. Lead underwriter: Citigroup Global Markets (underwriters' counsel)
• ALARIS Medical Systems, Inc.: Comprehensive US$550 million recapitalization of a medical device manufacturer, involving simultaneous common stock and high-yield debt offerings, establishment of a new bank credit facility, tender offers for three outstanding series of high-yield debt and a merger. Underwriters: Bear Stearns, UBS, Citigroup and CIBC (issuer's counsel)
• Intuitive Surgical, Inc.: US$85 million follow-on common stock offering of a medical device manufacturer. Lead underwriter: Bear Stearns (underwriters' counsel)
• Hanover Capital Mortgage Holdings, Inc.: US$34.5 million follow-on offering of common stock for a mortgage REIT. Underwriters: JMP Securities and Stifel Nicolaus (issuer's counsel)
• ALARIS Medical Systems, Inc.: US$170 million Rule 144A offering of senior secured notes followed by a registered exchange offer. Underwriters: Citigroup Global Markets, Bear Stearns and UBS (issuer's counsel)

Mergers and Acquisitions Transactions

• Represented a publicly traded technology company in its US$110 million acquisition of an Austrian private company
• Represented the majority shareholder in a going-private transaction for Moscow CableCom Corporation
• Represented ALARIS Medical Systems, Inc. in its sale to Cardinal Health, Inc. in a transaction valued at US$2 billion
• Represented The Hillman Group in its sale to Code Hennessy & Simmons
• Represented Precise Software Ltd., an Israeli software company, in its sale to Veritas Software, Inc. in a transaction valued at US$600 million
• Represented McCormick & Company, Inc. in the sale of its packaging division
• Represented a New York Stock Exchange-listed insurance brokerage firm in its acquisition of a private insurance brokerage firm
• Sale of a division of a medical device manufacturer to an Israeli company
• Represented a German bank in the acquisition of private equity fund management companies