Allergan/Pfizer: Represented Morgan Stanley as financial advisor to Allergan in its agreement to combine with Pfizer for an enterprise value of approximately $160 billion.
Aralez Pharmaceuticals: Represented Aralez Pharmaceuticals in the following M&A-related transactions:
- AstraZeneca: Represented Aralez in its acquisition of the U.S. rights to beta-blocker Toprol-XL® from AstraZeneca.
- Merck: Represented Aralez in its acquisition of the U.S. and Canadian rights to cardiovascular drug Zontivity from Merck.
ARIAD Pharmaceuticals/Takeda/Sarissa Capital Management: Represented Sarissa Capital Management, the largest shareholder of ARIAD Pharmaceuticals, in connection with ARIAD’s agreement to be acquired by Takeda Pharmaceutical Company Limited for approximately $5.2 billion.
Auxilium/Endo International: Represented Auxilium Pharmaceuticals, Inc., a specialty biopharmaceutical company, in its proposed $2.6 billion acquisition by Endo International plc for a combination of cash and stock.
AXA Private Equity/Riemser Arzneimittel: Advised AXA Private Equity in the acquisition of Riemser Arzneimittel AG, an international specialty pharmaceutical company. As a result of the transaction, AXA Private Equity acquired the shareholdings of Riemser’s founding family and other minority stakeholders, including TVM Capital.
Centerview Partners/Salix Pharmaceuticals: Represented Centerview Partners as financial advisor to Salix Pharmaceuticals, a leader in the gastrointestinal market, in its agreement to be acquired by Valeant Pharmaceuticals for $173 per share or a total enterprise value of approximately $15.8 billion.
Ekkio Capital/Amatasigroup/Eurofins: Represented Ekkio Capital on the pending sale of Amatsigroup to Eurofins, the world leader in bio-pharmaceutical testing and a world leader in analytical services.
Ekkio Capital/Audevard: Represented Ekkio Capital in its acquisition of Audevard, a veterinary pharmaceutical company focused on the equine field.
Melinta Therapeutics, Inc./Cempra, Inc.: Represented Melinta Therapeutics, Inc. and Vatera Healthcare partners, Melinta’s majority shareholder, in Melinta’s agreement to merge with Cempra, Inc., forming a leading, vertically integrated commercial-stage anti-infectives company.
PAI Partners/Ethypharm: Represented PAI Partners in its negotiations to acquire European specialty pharma company Ethypharm from Astorg.
Recordati/Graspa®: Represented European pharmaceutical group Recordati in the negotiation of the exclusive rights to license Graspa® for the treatment of Acute Lymphoblastic Leukemia and Acute Myeloid Leukemia in Europe from French biopharmaceutical company Orphan Europe and Erytech Pharma.
RIEMSER Pharma/Intrapharm Laboratories: Represented RIEMSER Pharma GmbH, a German specialty pharmaceutical company backed by Ardian, in its acquisition of British specialty pharmaceutical company Intrapharm Laboratories Ltd.
RIEMSER Pharma/Keocyt: Advised RIEMSER Pharma GmbH in its acquisition of French specialty pharmaceutical company Keocyt.
Sanofi-Aventis/Hoechst AG: Represented Sanofi-Aventis, the world’s largest pharmaceutical company, in its mandatory offer to shareholders of Hoechst.
Taro Pharmaceutical Industries Ltd.
: Served as U.S. legal counsel to the Special Committee of Taro Pharmaceutical Industries Ltd.’s Board of Directors in connection with the August 2012 merger agreement with Sun Pharma. In February 2013, both Sun Pharma and Taro (at the direction of the Special Committee) agreed that terminating the merger agreement was in the best interest of the respective companies and shareholders.
Vatera/CVC/Alvogen: We represented Vatera Healthcare Partners as part of the investment consortium led by CVC Capital Partners in the acquisition of a controlling stake in Alvogen, a high-growth pharmaceutical company, from Pamplona Capital Management.
Warburg Pincus: Advised Warburg on numerous M&A-related transactions, including its investments in the following pharmaceutical companies:
- Allos Therapeutics, Inc.: Represented Warburg as the largest selling shareholder in the $206 million sale of Allos to Spectrum Pharmaceuticals.
- JHP Pharmaceuticals: Represented Warburg in connection with:
- the $195 million acquisition of JHP Pharmaceuticals, LLC from JHP Holdings, LLC, an entity majority-owned by Morgan Stanley Principal Investments.
- the approximately $490 million sale of JHP Pharmaceuticals, LLC to Par Pharmaceutical Companies.
- The Medicines Company: Advised Warburg in connection with its investment in The Medicines Company, a provider of cost-effective acute care products.
- Regional Diagnostic Laboratories, Inc.: Advised Warburg in its $250 million investment in Regional Diagnostic Laboratories, Inc.
WuXi/Management-Led LBO: Represented the Special Committee of the Board of Directors of WuXi PharmaTech Inc. in its $3.3 billion management-led leveraged buyout, one of the largest going private transactions of a Chinese-based, U.S. listed company.