Jay de Groot

Jay de Groot

Education

University of Notre Dame (B.B.A.)
Notre Dame Law School (J.D.)

Bar Admissions

California

Jay has over 25 years of experience representing public and private companies, venture capital funds, and underwriters in corporate and securities matters. His practice focuses on mergers and acquisitions, venture capital financings, public offerings, and capital market transactions, and venture capital financings, across an array of industries and technologies.

Jay has consummated more than 100 merger and acquisition transactions with transactional values ranging from $5 million to more than $1 billion. His experience includes all forms of buy-side and sell-side transactions, including carveouts and divestitures, acquisitions of divisions and business units, cross-border deals, and auction transactions. He also has represented clients in numerous securities offerings, raising more than $2 billion in initial public offerings for Digirad, Ignyta, Nuvasive, Santarus, and Volcano Therapeutics and in capital markets transactions for ALARIS Medical Systems, Cadence Pharmaceuticals, IVAC Medical Systems, among others.

Jay regularly advises public companies on mergers and acquisitions, SEC reporting and compliance, and corporate governance. His public company clients have included Deere & Company, Digirad, EVO Payments, Halozyme Therapeutics, Ignyta, Kyocera, Maxwell Technologies, Nokia, and Orasure Technologies.

He also counsels a number of venture-backed and private equity-backed companies at all stages of their life cycles, many in the life sciences and technology sectors, as well as the funds that finance them. In the last several years, he has closed more than 100 venture capital and private equity financings with more than $3 billion of aggregate proceeds and has represented many venture-backed and private equity-backed companies in merger and acquisition transactions.

Jay has held several senior leadership positions at the firm, including having served on our board of directors as well as co-chair of our global Emerging Company + Venture Capital practice. Currently, Jay serves as co-chair of our AgTech + Food Industry practice.

Beyond his legal experience, Jay brings significant business experience to his clients, having served as Senior Vice President and General Counsel of ALARIS Medical Systems and IVAC Medical Systems, two global publicly-traded medical device and software companies. In those roles, he was responsible for the corporate development, strategic planning, and legal functions. Prior to becoming a lawyer, Jay was a Certified Public Accountant with KPMG.

Jay currently serves on the Board of Directors of the International Bipolar Foundation. Previously, he has served on the Board of Directors of the UCSD Moores Cancer Center, CONNECT, and Cleantech San Diego. At Notre Dame Law School, Jay served as an Editor of the Journal of Legislation and was a member of the Jessup International Moot Court Team.

Representative Merger and Acquisition Transactions

  • Acon/Inverness Medical: Represented Acon in its cross-border, two-stage sale to Inverness Medical for $375,000,000
  • Adicet Bio/Applied Immune Technologies: Represented Adicet Bio in its cross-border acquisition of Applied Immune Technologies for an undisclosed sum
  • ALARIS Medical Systems/Instromedixz: Represented ALARIS Medical Systems in its $60,000,000 acquisition of Instromedix
  • ALARIS Medical Systems/Sherwood, Davis & Geck: Represented ALARIS Medical Systems in an auction of Sherwood for $1,800,000,000 by American Home Products
  • ALARIS Medical Systems/Invacare: Represented ALARIS Medical Systems in its $5,000,000 acquisition of Patient Solutions from Invacare
  • Amplio Group/Basin Water: Represented Amplio Group in its cross-border acquisition of Basin Water in a Section 363 bankruptcy sale for an undisclosed sum
  • Astute Medical/bioMerieux: Represented Astute Medical in its cross-border sale to bioMerieux for $90,000,000
  • Biotix/bioMerieux: Represented Biotix in its cross-border sale of PML Microbiologics to bioMerieux for $30,000,000
  • Biotix/Mettler-Toledo: Represented Biotix in its cross-border sale to Mettler-Toledo for an undisclosed sum
  • Calando Pharmaceuticals/Insert Pharmaceuticals: Represented Calando Pharmaceuticals in its $26,000,000 merger with Insert Pharmaceuticals
  • California Cryobank/CBAI: Represented California Cryobank in its acquisition of CBAI for an undisclosed sum
  • California Cryobank/Donor Egg Bank: Represented California Cryobank in its acquisition of Donor Egg Bank for an undisclosed sum
  • California Cryobank/GI Partners/Cord Blood Registry: Represented California Cryobank in its sale to GI Partners for an undisclosed sum and the contemporaneous acquisition of Cord Blood Registry from AMAG Pharmaceuticals
  • California Cryobank/LifeLine: Represented California Cryobank in its acquisition of LifeLine for an undisclosed sum
  • California Cryobank/Northwest Cryobank: Represented California Cryobank in its acquisition of Northwest Cryobank for an undisclosed sum
  • CalMedTech/MEH Holding: Represented CalMedTech in its cross-border sale to MEH Holding GmbH for an undisclosed sum
  • Cardium Therapeutics/Innercool Therapies: Represented Cardium in its $16,000,000 acquisition of Innercool Therapies and in its sale of Innercool Therapies to Philips Electronics for $15,000,000
  • Cardium Therapeutics/Tissue Repair: Represented Cardium in its acquisition of Tissue Repair for an undisclosed sum
  • Deere & Company/Precision Planting: Represented Deere in its acquisition of Precision Planting and certain South American operations for $190,000,000 from Monsanto and a contemporaneous multi-year precision ag collaboration with Monsanto and the Climate Corporation as well as in related divestiture transactions
  • Deere & Company/T-Systems: Represented Deere in its acquisition of T-Systems for an undisclosed sum
  • Eclipse Therapeutics/Bionomics: Represented Eclipse Therapeutics in its cross-border sale to Bionomics for $10,000,000 plus milestone payments of up to $60,000,000
  • GeneFormatics/Structural Bioinformatics: Represented GeneFormatics in its $90,000,000 merger with Structural Bioinformatics
  • Ignyta/Actagene Oncology: Represented Ignyta in its acquisition of Actagene Oncology for an undisclosed sum
  • IVAC Medical Systems/Advanced Medical: Represented IVAC in its sale to IMED and its parent corporation Advanced Medical for $400,000,000
  • IQ Scientific Instruments/Danaher Corporation: Represented IQ Scientific in its sale to Danaher Corporation for an undisclosed sum
  • Ligocyte/Takeda Pharmaceuticals: Represented Novartis Bioventures, Fidelity Biosciences, JAFCO, and Forward Ventures as the venture capital investors in Ligocyte in its cross-border sale to Takeda Pharmaceuticals for $60,000,000 plus undisclosed milestone payments
  • MedfusionRx/SXC Health Solutions: Represented MedfusionRx and certain affiliated entities in their sale to SXC Health Solutions for $100,000,000 plus undisclosed earnout payments
  • Metabolife/IdeaSphere: Represented Metabolife in its Section 363 bankruptcy sale to IdeaSphere for $12,000,000
  • MD Edge/Global Newsline: Represented MD Edge in its merger with Global Newsline with an undisclosed value
  • Mitchell International/Cogent Works: Represented Mitchell International in its acquisition of Cogent Works for an undisclosed sum
  • MoBio Laboratories/Qiagen: Represented MoBio in its cross-border sale to Qiagen for an undisclosed sum
  • Mother’s Intuition/RC2 Corporation: Represented Mother’s Intuition in its sale to RC2 Corporation for an undisclosed sum
  • Myconistica/Undisclosed: Represented Myconistica in its cross-border acquisition of a business unit from an undisclosed public company in a Section 363 bankruptcy sale
  • OraSure/Undisclosed: Represented OraSure in an auction of an undisclosed seller for an undisclosed sum
  • River Medical/DLJ: Represented River Medical in its sale to Donaldson, Lufkin & Jenrette for $20,000,000
  • River Medical and DLJ/IVAC and Eli Lilly: Represented River Medical and Donaldson, Lufkin & Jenrette in their $190,000,000 leveraged acquisition of IVAC Medical Systems from Eli Lilly
  • RxElite/Southridge Technology Group: Represented RxElite in its $80,000,000 merger with Southridge Technology Group
  • Safebuilt Insurance Services/ Integrated Specialty Coverages: Represented Safebuilt Insurance Services and its affiliated companies in their sale to private equity-backed Integrated Specialty Coverages for an undisclosed sum
  • Saint Technologies/Sosvia: Represented Saint Technologies in its cross-border acquisition of substantially all of the assets of Sosvia for an undisclosed sum
  • Skinit/Proveho Capital: Represented Skinit in its corporate restructuring and sale to Proveho Capital for an undisclosed sum
  • SkinMedica/Women’s First Healthcare: Represented SkinMedica in its $36,000,000 acquisition of the Vaniqa product line from Women First Healthcare
  • Technology Integration Group/Networks Plus: Represented Technology Integration Group in its acquisition of Networks Plus for an undisclosed sum
  • TwinLab/IdeaSphere: Represented Twinlab in a management buyout of IdeaSphere for $100,000,000
  • Undisclosed Company/Undisclosed Buyer: Represented an undisclosed company in its sale to an undisclosed buyer for $426,000,000
  • Vet Therapeutics/Aratana Therapeutics: Represented Vet Therapeutics in its sale to Aratana Therapeutics for $60,000,000
  • Vistage International: Represented the executive management group of Vistage International in its sale to TowerBrook Capital Partners and Education Growth Partners for an undisclosed sum

Representative Venture Capital & Private Equity Financings (Company Representations)

  • Adicet Bio: Represented Adicet Bio in its $51,000,000 Series A Preferred Stock financing with OrbiMed, Novartis, and Pontifax and its $75,000,000 Series B Preferred Stock financing with Regeneron, Johnson & Johnson Development, OCI Investors, and prior investors
  • AqueSys: Represented AqueSys in its $28,000,000 Series C Preferred Stock financing with Carlyle Group, Longitude Capital, Rho Ventures, and SV Life Sciences
  • Astute Medical: Represented Astute Medical in its $6,000,000 Series A Preferred Stock financing with De Novo Ventures, its $25,000,000 Series B Preferred Stock financing with Domain Partners, Delphi Ventures, Johnson & Johnson Development and prior investors, its $40,000,000 Series C Preferred Stock financing with MPM Capital, Kaiser Permanente, and prior investors, its $20,000,000 Series D Preferred Stock financing with Ortho Clinical Diagnostics, its $20,000,000 Series E Preferred Stock financing with Fosun Pharmaceuticals and Shanghai Hermed, and its $43,000,000 Series F Preferred Stock financing with Bio-Techne and prior investors
  • AxeroVision: Represented AxeroVision in its $11,000,000 Series A Preferred Stock financing and commercial collaboration with Thea and a contemporaneous license agreement with GlaxoSmithKline
  • Biotix: Represented Biotix in a restructuring of its $80,000,000 Series A Preferred Stock financing and its $6,000,000 Series B Preferred Stock financing with Ferrer Freeman and Grotech Ventures
  • Cadence Pharmaceuticals: Represented Cadence Pharmaceuticals in its $21,000,000 Series A Preferred Stock financing with Domain Partners, ProQuest, and Windamere
  • California Cryobank: Represented California Cryobank in its $25,000,000 equity financing with Longitude Capital, NovaQuest, and Golub Capital
  • Cell Biosciences: Represented Cell Biosciences in its $14,000,000 Series A Preferred Stock financing with Domain Partners, Latterell Venture Partners, Novo Nordisk and Mitsui and its $27,000,000 Series B Preferred Stock financing led by the Wellcome Trust
  • Cofio Software: Represented Cofio Software in its $2,000,000 Series A Preferred Stock financing with NOX Ltd.
  • GeneFormatics: Represented GeneFormatics in its $23,000,000 Series C Preferred Stock financing with Perseus-Soros, Merrill Lynch Ventures, IBM, and Burrill
  • Happy Valley Medical: Represented Happy Valley Medical in its $1,000,000 Series B Preferred Stock financing and concurrent collaboration with Edwards Lifesciences and its $6,000,000 Series C Preferred Stock financing with REVA Medical
  • Ignyta: Represented Ignyta in its $500,000 Series A Preferred Stock financing and its $5,500,000 Series B Preferred Stock financing with City Hill Ventures
  • Kanisa Pharmaceuticals: Represented Kanisa Pharmaceuticals in its $25,000,000 Series A Preferred Stock financing with NEA, Interwest, Windamere, Eli Lilly, and Montreux and its $6,000,000 Series B financing with CDIB Biosciences
  • Kemia: Represented Kemia in its $19,000,000 Series A Preferred Stock financing with Forward Ventures, Alta Partners, Texas Pacific Group, and Novartis and in its $33,000,000 Series B Preferred Stock financing with JP Morgan, Forward Ventures, Alta Partners, and TPG
  • NovaRx: Represented NovaRx in its $4,000,000 Series B Preferred Stock financing and its $9,000,000 Series C Preferred Stock financing with the O’Neal Company and in its $35,000,000 Series D Preferred Stock financing with David Hurdock and his affiliates.
  • Rakuten Medical (formerly Aspyrian Therapeutics): Represented Rakuten Medical in its $13,000,000 Series A Preferred Stock financing, its $75,000,000 Series B Preferred Stock financing with Hiroshi Mikatani (founder of Rakuten) and Li-Cor, and its $284,000,000 Series C Preferred Stock financing with Hiroshi Mikatani and his affiliates, Rakuten and SBI Group, and in its $100,000,000 Series C-1 Preferred Stock financing with Rakuten.
  • Saint Technologies: Represented Saint Technologies in a $2,000,000 Series A Preferred Stock financing with high net worth individuals
  • Santarus: Represented Santarus in its $55,000,000 Series D Preferred Stock financing with Domain Partners, JP Morgan Partners, St. Paul Venture Capital, Advent, and SR One
  • Single Chip: Represented Single Chip in its $2,000,000 Series E Preferred Stock financing and recapitalization by NEA, Western States and JAFCO
  • SIPphone: Represented SIPphone in its $6,000,000 Series B Preferred Stock financing with Dawntreader Ventures
  • SkinIt: Represented SkinIt in its $60,000,000 Series D Preferred Stock Financing and contemporaneous $30,000,000 share repurchase, in its $8,000,000 Series E Preferred Stock financing with ABS Capital Partners and Norwest Equity Partners, and its $5,000,000 Convertible Note financing led by ABS Capital Partners
  • Trellis Bioscience: Represented Trellis Biosciences in its $2,000,000 Series A-1 Preferred Stock financing with Morganthaler and Forward Ventures and in its $4,000,000 Series A-2 Preferred Stock financing with Morganthaler and Easton-Hunt Capital
  • Vet Therapeutics: Represented Vet Therapeutics in its $3,000,000 Convertible Note financing with Innovis
  • Vetica Labs: Represented Vetica Labs in its $1,000,000 Series A Preferred Stock financing with high net worth individuals and its $4,000,000 Series B Preferred Stock financing with Antech Diagnostics

Representative Venture Capital Financings (Investor Representations)

  • Alta Partners/Kemia: Represented Alta Partners, Texas Pacific Group, and Forward Ventures in a $8,000,000 Series A Preferred Stock financing by Kemia
  • Boston Millenia Partners/Predix Pharmaceuticals: Represented Boston Millenia Partners and Forward Ventures in a $43,000,000 Series C Preferred Stock financing by Predix Pharmaceuticals
  • City Hill Ventures/Eclipse Therapeutics: Represented City Hill Ventures in a $2,000,000 Convertible Note financing by Eclipse Therapeutics
  • Domain Partners/Imagine Pharmaceuticals: Represented Domain Partners and Forward Ventures in a $3,000,000 Series A Preferred Stock financing by Imagine Pharmaceuticals
  • Domain Partners/Syndax Pharmaceuticals: Represented Domain Partners, Forward Ventures, and MPM Bioventures in a $12,000,000 Convertible Note financing by Syndax Pharmaceuticals
  • Enterprise Partners/Enviance: Represented Enterprise Partners in a $7,000,000 Series A-1 Preferred Stock financing by Enviance
  • Enterprise Partners/Targegen: Represented Enterprise Partners and Forward Ventures in a $10,000,000 Series A Preferred Stock financing and in a $8,000,000 Convertible Note financing by Targegen
  • Forward Ventures/Ambit Biosciences: Represented Forward Ventures in a $30,000,000 Convertible Note and Series D Preferred Stock financing and a $50,000,000 Series E Preferred Stock financing by Ambit Biosciences
  • Forward Ventures/CancerVax: Represented Forward Ventures, Amerindo, and Vector in a $37,000,000 Series A Preferred Stock financing and Forward Ventures in a $41,000,000 Series C Preferred Stock financing by CancerVax
  • Forward Ventures/Converge Medical: Represented Forward Ventures, Hamilton-Apex, JAFCO, and St. Paul Venture Capital in a $23,000,000 Series C Preferred Stock financing by Converge Medical
  • Forward Ventures/HemaQuest: Represented DeNovo Ventures, Forward Ventures, and Lilly Ventures in a $29,000,000 Series B Preferred Stock financing by HemaQuest
  • Forward Ventures/Nereus: Represented Forward Ventures in a $15,000,000 Convertible Note financing by Nereus
  • Forward Ventures/Novostent: Represented Forward Ventures in a $13,000,000 Series A-1 Preferred Stock financing by Novostent
  • Forward Ventures/Trellis BioSciences: Represented Forward Ventures and Easton Hunt Capital in a $4,000,000 Series A Preferred Stock financing by Trellis BioSciences
  • MPM Bioventures/Acorda Therapeutics: Represented MPM Bioventures, Novartis, and Forward Ventures in a $48,000,000 Series I Preferred Stock financing and Forward Ventures in a $55,000,000 Series J Preferred Stock financing by Acorda Therapeutics
  • MPM Bioventures/Hypnion: Represented MPM Bioventures, Forward Ventures, and Advanced Technology Ventures in a $47,000,000 Series B Preferred Stock financing by Hypnion
  • Novartis BioSciences/LigoCyte: Represented Novartis BioSciences, Forward Ventures, JAFCO, and Fidelity Biosciences in a $28,000,000 Series C Preferred Stock financing and in a $48,000,000 Convertible Note and Series D Preferred Stock financing by LigoCyte
  • Pacific Venture Group/Asteres: Represented Forward Ventures in a $30,000,000 Series D Preferred Stock financing and a $10,000,000 Convertible Note financing by Asteres and represented Forward Ventures and Pacific Venture Group in their sale of $16,000,000 of Convertible Notes and Preferred Stock of Asteres to Sanderling Ventures

Representative Public Debt and Equity Financings

  • ALARIS Medical Systems: Represented ALARIS Medical Systems in its $100,000,000 high yield debt and senior bank credit facility with Donaldson, Lufkin & Jenrette and Chase
  • Banc of America Securities and Lehman/Nuvasive (IPO): Represented Banc of America Securities, Lehman, Thomas Weisel Partners, and William Blair as underwriters in a $82,000,000 initial public offering by Nuvasive
  • Cadence Pharmaceuticals/Micrologix: Represented Cadence Pharmaceuticals in a $500,000 PIPE financing and its concurrent collaboration and license agreement with Micrologix
  • Cardium Therapeutics: Represented Cardium Therapeutics in its $20,000,000 PIPE financing and $10,000,000 credit facility
  • Chiron/Cubist: Represented Chiron in its $10,000,000 PIPE financing with Cubist and concurrent development and commercialization agreement
  • Digirad (IPO): Represented Digirad in its $66,000,000 initial public offering with Merrill Lynch, JP Morgan, Banc of America Securities, and William Blair as underwriters
  • Ignyta (IPO): Represented Ignyta in its going-public transaction through a reverse merger with a public company and its contemporaneous $47,000,000 PIPE financing with Landenburg Thalman as placement agent and its subsequent $7,000,000 PIPE financing with National Securities Corporation as placement agent
  • IVAC Medical Systems: Represented IVAC Medical Systems in its $200,000,000 high yield debt and senior bank credit facility with Bear Stearns, Donaldson, Lufkin & Jenrette, and Bankers Trust
  • IVAC Medical Systems: Represented IVAC Medical Systems in its $110,000,000 high yield debt and senior bank credit facility with Bear Stearns, Donaldson, Lufkin & Jenrette and Bankers Trust
  • Lehman and S.G. Cowen/Anadys (IPO): Represented Lehman and Cowen as underwriters in a $47,000,000 initial public offering by Anadys
  • RxElite: Represented RxElite in its $30,000,000 PIPE financing
  • Santarus (IPO): Represented Santarus in its $62,000,000 initial public offering with Cowen, UBS, Thomas Weisel Partners, and RBC Capital Markets as underwriters
  • Twinlab: Represented Twinlab in its going-public transaction through a reverse merger with a public company
  • Volcano Therapeutics (IPO): Represented Volcano Therapeutics in its $63,000,000 initial public offering with JP Morgan, Piper Jaffray, Bear Stearns, and Cowen as underwriters

Jay has consummated more than 100 merger and acquisition transactions with transactional values ranging from $5 million to more than $1 billion. His experience includes all forms of buy-side and sell-side transactions, including carveouts and divestitures, acquisitions of divisions and business units, cross-border deals, and auction transactions. He also has represented clients in numerous securities offerings, raising more than $2 billion in initial public offerings for Digirad, Ignyta, Nuvasive, Santarus, and Volcano Therapeutics and in capital markets transactions for ALARIS Medical Systems, Cadence Pharmaceuticals, IVAC Medical Systems, among others.

  • National: Recommended
    Best Lawyers In America including Lawyer of the Year for both Capital Markets and Venture Capital Law
  • National: Recommended
    Chambers USA
  • National Recommended
    Legal 500 US
  • National: Recommended
    PLC Which Lawyer?
  • National: Recommended
    Global Counsel Handbook
  • California: Recommended
    San Diego Daily Transcript
  • California: Recommended
    San Diego Magazine

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