Embed Size (px)
Citation preview
Healthcare andLife Sciences Group M E R G E R S & AC Q U I S I T I O N S
1© Sullivan & Cromwell LLP 2013 | LG4690Prior results do not guarantee a similar outcome.
Through decades of experience in many of the transactions that have defi ned
the healthcare and life sciences industry, Sullivan & Cromwell offers clients
comprehensive legal expertise paired with a practical understanding of commercial
realities. With a multidisciplinary and integrated global practice, we provide our
healthcare and life sciences clients with leading edge transactional advice and litigation
expertise that are crucial to the successful execution and consummation of deals and
the resolution of disputes. As the following pages demonstrate, Sullivan & Cromwell’s
Healthcare and Life Sciences Group has had the privilege of working on a number of
transactions that have transformed the healthcare industry.
We are grateful that our clients have trusted us with many of the industry’s most
signifi cant matters. We look forward to working with existing and new clients and
bringing to bear our industry expertise and experience in what promises to be another
exciting year in dealmaking as companies continue to position themselves strategically in
an ever-evolving industry.
Keith A. PagnaniCo-head of the Healthcare and Life Sciences Group
2 3
Pharmasset S&C client Pharmasset (U.S.) completes its $11 billion acquisition by Gilead Sciences (U.S.)
Timeline of S&C’s Headline Transactions
AmgenS&C client Amgen (U.S.) completes its $1.16 billion acquisition of Micromet (U.S.)
ZOLL Medical* ZOLL Medical Corporation (U.S.) completes its $2.21 billion acquisition by Asahi Kasei Corporation (Japan)
Veritas Capital S&C client Veritas Capital (U.S.) completes its $1.25 billion acquisition of the healthcare business of Thomson Reuters (U.S.)
Johnson & Johnson** Johnson & Johnson (U.S.) completes its $21.3 billion acquisition of Synthes (Switzerland)
Valeant Pharmaceuticals S&C client Valeant Pharmaceuticals (Canada) completes its $2.6 billion acquisition of Medicis (U.S.)
BayerS&C client Bayer HealthCare LLC (U.S.), a subsidiary of Bayer AG (Germany), announces its proposed $1.2 billion acquisition of Schiff Nutrition International (U.S.)
BayerS&C client Bayer AG (Germany) completes its acquisition of Conceptus, Inc. (U.S.) for approximately $1.2 billion
* S&C represented the fi nancial adviser to Zoll Medical Corporation** S&C represented the fi nancial adviser to Johnson & Johnson
Recently, S&C advised on several major healthcare M&A transactions.
October November December January February March April May June July
United Healthcare GroupS&C client UnitedHealth Group (U.S.) completes its $4.9 billion acquisition of Amil Participações S.A. (Brazil)
Medco Health Solutions S&C client Medco Health Solutions (U.S.) completes its $34.3 billion acquisition by Express Scripts (U.S.)
In its monthly “Big Deals” column, The American Lawyer
included Pharmasset’s acquisition by Gilead Sciences for
$11 billion – Gilead’s largest acquisition ever. Partners
Matthew Hurd and Krishna Veeraraghavan led the team
advising Pharmasset.
T H E A M E R I C A N L A W Y E R , F E B R U A R Y 2 0 1 2
Medco’s purchase by Express Scripts for roughly
$34 billion won Americas Corporate Deal of the Year among
mergermarket and the Financial Times’ Americas’ M&A
Awards. Partners James Morphy and Matthew Hurd led the
S&C team advising Medco.
M E R G E R M A R K E T A N D T H E F I N A N C I A L T I M E S ,
J A N U A R Y 2 0 1 2
January February March April May June July August September
The Daily Journal named Alison Ressler to its list of
“Top Women Lawyers of 2013,” recognizing her for her work
on behalf of a number of high-profi le clients, including
advising Valeant Pharmaceuticals on several deals.
T H E D A I LY J O U R N A L , M A Y 2 0 1 3
The Wall Street Journal recognized UnitedHealth
Group’s $4.9 billion acquisition of Amil as “...the
highest-profi le commitment so far by a U.S. healthcare
fi rm to foreign operations...” The American Lawyer
named it the “Global M&A Deal of the Year: Brazil.”
Partner Keith Pagnani led the S&C team advising
UnitedHealth.
T H E W A L L S T R E E T J O U R N A L , O C T O B E R 2 0 1 2 A N D
T H E A M E R I C A N L A W Y E R , J U LY 2 0 1 3
2012 2013Perrigo CompanyS&C client Perrigo Company (U.S.) announces its proposed approximately $8.6 billion acquisition of Elan Pharmaceuticals (Ireland)
4 5
Other Healthcare Highlights
For the second year in a row, the National Association
of Corporate Directors (NACD) named Frank Aquila to
its “Directorship 100” – a list of the 100 most infl uential
people in corporate governance and inside the board-
room. Mr. Aquila advises numerous clients in this
regard, including Optimer Pharmaceuticals and
long-time client, Amgen.
N A C D D I R E C T O R S H I P, N O V E M B E R 2 0 1 2
In addition, S&C was involved in the following transactions, which showcase our experience working with a diverse set of participants in the healthcare and life sciences
industry. From representing pharmaceutical, biotechnology and life sciences companies, to working directly with leading medical information system and technology specialists, as well as healthcare services and providers, Sullivan & Cromwell’s industry experience is vast.
Sample Representations of Principals:
AmgenCounsel to Amgen (U.S.) in:
its $415 million acquisition of deCODE Genetics (Iceland)
its $315 million acquisition of Kai Pharmaceuticals (U.S.)
CONMEDCounsel to CONMED (U.S.) in:
its $22.5 million acquisition of Viking Systems (U.S.)
its $147 million transaction with Musculoskeletal Transplant Foundation (MTF) (U.S.) to obtain (i) exclusive, worldwide promotion rights with respect to MTF’s human tissue grafts for use within the fi eld of sports medicine, and (ii) an exclusive, worldwide license to MTF’s platelet-rich plasma technology and products
Ipsen PharmaCounsel to Ipsen Pharma (France) in its global license, development and commercialization agreements for two investigational drugs in late-stage development for hemophilia with its strategic partner, Inspiration Biopharmaceuticals, Inc. (U.S.)
Lightyear CapitalCounsel to Lightyear Capital (U.S.) in its acquisition of Paradigm Acquisition Corp. (U.S.) from Sterling Partners (U.S.) for an undisclosed amount
Optimer PharmaceuticalsCounsel to Optimer Pharmaceuticals (U.S.) in its proposed acquisition by Cubist Pharmaceuticals (U.S.)
PaionCounsel to Paion (Germany) in the sale of its remaining rights in a Phase III compound called Desmotephlase to H. Lundbeck (Denmark) for $27 million
StrykerCounsel to Stryker Corporation (U.S.), who jointly announced with Trauson Holdings Company Limited (China), a conditional voluntary cash offer to acquire all the shares and share options of Trauson for a maximum total consideration of approximately $764 million
UnitedHealthcareCounsel to UnitedHealthcare (U.S.), a UnitedHealth Group company, in its acquisition of XLHealth Corp. (U.S.)
Valeant PharmaceuticalsCounsel to Valeant Pharmaceuticals (Canada) in:
its $112.5 million acquisition of the business relating to the Visudyne product (U.S.) from QLT, Inc. (Canada)
its acquisition of Eyetech, Inc. (U.S.) for an undisclosed amount
Sample Representations of Financial Advisers:
American Dental PartnersCounsel to independent fi nancial adviser to the special committee of the board of directors of American Dental Partners, Inc. (ADPI) (U.S.) in ADPI’s acquisition by funds affi liated with JLL Partners (U.S.) for approximately $400 million
Auxilium PharmaceuticalsCounsel to fi nancial adviser to Auxilium Pharmaceuticals, Inc. (U.S.) in its $635 million acquisition of Actient Holdings LLC (U.S.)
BioMimetic TherapeuticsCounsel to fi nancial adviser to BioMimetic Therapeutics (U.S.), in its $140 million business combination with Wright Medical Group (U.S.)
EKR TherapeuticsCounsel to fi nancial adviser to EKR Therapeutics (U.S.) in its $150 million acquisition by Cornerstone Therapeutics (U.S.)
Medica HealthCare PlansCounsel to fi nancial adviser to Medica HealthCare Plans (U.S.) in its acquisition byUnited HealthCare Services (U.S.), a subsidiary of UnitedHealth Group (U.S.), for an undisclosed amount
6 7
Healthcare and Life Sciences PracticeS&C’s Longstanding History as a Leader in Healthcare M&A
Sullivan & Cromwell offers clients comprehensive legal expertise paired with a practical understanding of commercial reality. Our pragmatic approach and multidisciplinary
and integrated global practice allow us to provide our healthcare and life sciences clients with a full range of legal services. Clients benefi t not only from our understanding of the complexities of the industry but also from our market-leading experience and strength in M&A, capital markets, litigation, real estate, tax and intellectual property, where we partner with clients to help them shape and carry out their strategic goals.
Ranked as a fi rst tier fi rm within Healthcare:
life sciences, “Sullivan & Cromwell LLP brings
strength from its capital markets and M&A work
to the life sciences sector, where it works prolifi cally
for many mid-sized and large pharmaceutical,
biotech and diagnostics manufacturers.”
U S L E G A L 5 0 0 , 2 0 1 1
“One of the world’s fi nest corporate/M&A outfi ts,
Sullivan & Cromwell’s healthy balance of midsized
and high-end deals ensures that it continues to be a
market leader irrespective of the state of the economy.”
C H A M B E R S U S A , 2 0 1 0
Winner of Acquisition International’s “U.S. Life
Sciences Law Firm of the Year 2011” award.
A C Q U I S I T I O N I N T E R N A T I O N A L L E G A L A W A R D S ,
2 0 1 1
ACQUIRER TARGET DATE VALUE ($ millions)
Pfi zer (U.S.) Warner-Lambert (U.S.) 2000 88,771
Glaxo Wellcome* (U.K.) SmithKline Beecham (U.K.) 2000 78,775
Sanofi -Synthelabo (France) Aventis* (France) 2004 65,657
Pfi zer (U.S.) Wyeth (U.S.) 2009 64,480
Pfi zer (U.S.) Pharmacia* (U.S.) 2003 60,704
Novartis (Switzerland) Alcon* (U.S.) 2011 50,425***
Roche Holding** (Switzerland) Genentech (U.S.) 2009 46,695
Merck (U.S.) Schering-Plough** (U.S.) 2009 45,704
Express Scripts (U.S.) Medco Health Solutions* (U.S.) 2012 34,306
Investor Group (U.S.) HCA† (U.S.) 2006 32,147
Source: Thomson Reuters, December 5, 2012* Representing the company identifi ed** Representing the fi nancial adviser to the company identifi ed*** Aggregate value of three-step acquisition ultimately consummated in 2011† S&C represented HCA management and Frist family
S&C has played a leading role in the consolidation of the healthcare industry, advising on eight of the ten largest healthcare M&A deals to date.
Industry Sector Experience
Pharmaceuticals (Branded and Generics)
Pharmaceutical Benefi ts Management
Biotechnology and Life Sciences/Biologics
Medical Devices and Diagnostics
Medical Information Systems and Technology
Healthcare Services and Providers
Health Insurance (Government-sponsored and Private)
Real Estate
8
Practice Contacts
Francis J. Aquila New [email protected]
Garrard BeeneyNew [email protected]
Steven J. ElliottNew [email protected]
Robert J. Giuffra, Jr.New [email protected]
Matthew G. HurdNew [email protected]
Stephen M. Kotran New [email protected]
Eric KrautheimerLos [email protected]
James C. MorphyNew [email protected]
Nader A. Mousavi Palo Alto+1-650-461-5660 [email protected]
Keith A. Pagnani New [email protected]
Alison S. Ressler Los [email protected]
George J. Sampas New [email protected]
Melissa Sawyer New [email protected]
Karen Patton Seymour New [email protected]
Spencer F. SimonPalo [email protected]
Krishna VeeraraghavanNew [email protected]
www.sullcrom.com
new york . washington, d.c. . los angeles . palo alto
london . paris . frankfurt
tokyo . hong kong . beijing . melbourne . sydney
www.sullcrom.com
new york . washington, d.c. . los angeles . palo alto
london . paris . frankfurt
tokyo . hong kong . beijing . melbourne . sydney
