Healthcare and Life Sciences Group MERGERS & ACQUISITIONS

Transcription

1 Healthcare and Life Sciences Group MERGERS & ACQUISITIONS

2 Through decades of experience in many of the transactions that have defined 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 significant 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. 1

3 Timeline of S&C s Headline Transactions CVS Caremark S&C client CVS Caremark completes its $2.1 billion acquisition of Coram Valeant Pharmaceuticals S&C client Valeant Pharmaceuticals (Canada) announces its merger proposal to Allergan (later terminated) Philips S&C client Philips (Netherlands) announces its $1 billion acquisition of Volcano Corporation AbbVie S&C client AbbVie announces its $55 billion acquisition of Shire (Ireland) (later terminated) Zoetis S&C client Pershing Square completes its investment in Zoetis Cyberonics S&C client Cyberonics announces its $3.3 billion merger with Sorin (Italy) LabCorp S&C client LabCorp completes its $6.1 billion acquisition of Covance UnitedHealth Group S&C client UnitedHealth Group announces its pharmacy care business OptumRx s $12.8 billion combination with Catamaran Corporation Baker Bros. Advisors S&C client Baker Bros. Advisors announces their funds role as lead investor, along with several co-investors, in the $100 million purchase of a newly authorized class of Series A-2 Convertible Preferred Shares of BeiGene (China), collectively representing 23.55% of BeiGene s total capital shares on a fully diluted basis Teva Pharmaceutical Industries S&C client Teva Pharmaceutical Industries (Israel) announces in its $50.5 billion proposed acquisition of Mylan (U.K.) (later terminated) Synageva BioPharma Corp. S&C client Synageva BioPharma completes its $8.4 billion acquisition by Alexion Sprout Pharmaceuticals S&C client Sprout announces its $1 billion acquisition by Valeant Pharmaceuticals (Canada) CVS Health S&C client CVS Health completes its $12.7 billion acquisition of Omnicare Concordia Healthcare S&C client Concordia Healthcare (Canada) announces its $3.5 billion acquisition of Amdipharm Mercury Limited (U.K.) JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT Bayer S&C client Bayer (Germany) completes its $2.9 billion acquisition of Algeta (Norway) Idenix Pharmaceuticals S&C client Idenix completes its $3.85 billion acquisition by Merck Bayer S&C client Bayer (Germany) completes its $14.2 billion acquisition of the consumer care business of Merck Endo International S&C client Endo International (Ireland) completes its $2.6 billion acquisition of Auxilium Concordia Healthcare S&C client Concordia Healthcare (Canada) completes its $1.2 billion acquisition of Covis Pharma (Switzerland) and Covis Injectables (Switzerland) Valeant Pharmaceuticals S&C client Valeant Pharmaceuticals (Canada) completes its $15.8 billion acquisition of Salix Teva Pharmaceutical Industries S&C client Teva Pharmaceutical Industries (Israel) announces its $40.5 billion acquisition of Allergan Generics (Ireland) New WuXi Life Science S&C client Ally Bridge Group Capital Partners (Hong Kong), as leader of the consortium, announces its investment and the consortium s beneficial ownership of New WuXi Life Science resulting from the merger between WuXi PharmaTech (Cayman) and New WuXi Life Science Limited (China) and its wholly owned subsidiary WuXi Merger Limited (China) Winner, Dealmaker of the Week: Sullivan & Cromwell s Krishna Veeraraghavan: LabCorp acquisition of Covance THE AMERICAN LAWYER, NOVEMBER 2014 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-profile clients, including advising Valeant Pharmaceuticals on several deals. THE DAILY JOURNAL, MAY 2013 In its monthly Big Deals column, The American Lawyer included Pharmasset s acquisition by Gilead Sciences for $11 billion Gilead s largest acquisition ever. THE AMERICAN LAWYER, FEBRUARY 2012 The Wall Street Journal recognized UnitedHealth Group s $4.9 billion acquisition of Amil as...the highest-profile commitment so far by a U.S. healthcare firm 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. THE WALL STREET JOURNAL, OCTOBER 2012 AND THE AMERICAN LAWYER, JULY 2013 Winner, Dealmaker of the Week: Sullivan & Cromwell s Joe Frumkin: Teva acquisition of Allergan Generics THE AMERICAN LAWYER, JULY 2015 Winners, Dealmakers of the Week, Sullivan & Cromwell s Matt Hurd and Krishna Veeraraghavan: Synageva BioPharma acquisition by Alexion Pharmaceuticals THE AMERICAN LAWYER, MAY 2015 Winners, Dealmakers of the Week, Sullivan & Cromwell s Keith Pagnani and Melissa Sawyer: UnitedHealth subsidiary OptumRx s combination with Catamaran Corporation THE AMERICAN LAWYER, APRIL 2015 Winner, Dealmaker of the Year: Sullivan & Cromwell s Matthew Hurd: Bayer acquisition of the consumer care business of Merck THE AMERICAN LAWYER, MARCH 2015 Winner, Dealmaker of the Week: Sullivan & Cromwell s Alison Ressler: Valeant acquisition of Salix THE AMERICAN LAWYER, FEBRUARY

4 Other Healthcare Highlights 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: AMAG in the proxy fight between AMAG and MSMB Capital Amgen in its: $10.5 billion acquisition of Onyx $1.16 billion acquisition of Micromet $415 million acquisition of decode Genetics (Iceland) $315 million acquisition of Kai CONMED in its: settlement with Voce Capital Management $22.5 million acquisition of Viking Systems $147 million transaction with Musculoskeletal Transplant Foundation (MTF) to obtain (i) exclusive, worldwide promotion rights with respect to MTF s human tissue grafts for use within the field of sports medicine, and (ii) an exclusive, worldwide license to MTF s platelet-rich plasma technology and products Cypress Bioscience in the proxy fight between Cypress and Ramius and Royalty Pharma CVS Caremark in its 50/50 joint venture with Cardinal Health Impax Laboratories in its: $700 million acquisition of Tower Holdings including operating subsidiaries CorePharma, Amedra, and Lineage Therapeutics acquisition of two pharmaceutical products from Actavis (Ireland) 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 Medco Health Solutions in its $34.3 billion acquisition by Express Scripts Optimer in its acquisition by Cubist Paion (Germany) in the sale of its remaining rights in a Phase III compound called Desmotephlase to H. Lundbeck (Denmark) for $27 million Perrigo Company in its $8.6 billion acquisition of Elan Pharmaceuticals (Ireland) Pharmasset in its $11 billion acquisition by Gilead Sciences Stryker, who jointly announced with Trauson Holdings Company (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 UnitedHealth Group in its: $4.9 billion acquisition of Amil Participações (Brazil) acquisition of XLHealth Valeant Pharmaceuticals (Canada) in its: $1.4 billion sale of aesthetic products to Galderma (Switzerland) $475 million acquisition of PreCision Dermatology $2.6 billion acquisition of Medicis $112.5 million acquisition of the business relating to the Visudyne product from QLT (Canada) acquisition of Eyetech for an undisclosed amount Veritas Capital in its $1.25 billion acquisition of the healthcare business of Thomson Reuters SAMPLE REPRESENTATIONS OF FINANCIAL ADVISERS: American Dental Partners Counsel to independent financial adviser to the special committee of the board of directors of American Dental Partners (ADPI) in ADPI s acquisition by funds affiliated with JLL Partners for approximately $400 million AmerisourceBergen Counsel to financial adviser to AmerisourceBergen in its $2.5 billion acquisition of MWI Veterinary Supply Auxilium Pharmaceuticals Counsel to financial adviser to Auxilium in its $635 million acquisition of Actient Holdings BioMimetic Therapeutics Counsel to financial adviser to BioMimetic Therapeutics in its $140 million business combination with Wright Medical Group Covidien Counsel to financial adviser to Covidien in its $42.9 billion acquisition by Medtronic EKR Therapeutics Counsel to financial adviser to EKR Therapeutics in its $150 million acquisition by Cornerstone Therapeutics HealthSouth Corporation Counsel to financial adviser to HealthSouth Corporation in its $730 million acquisition of the operations of Reliant Hospital Partners and affiliated entities Hill-Rom Holdings Counsel to financial adviser to Hill-Rom Holdings $2.05 billion acquisition of Welch Allyn Hyperion Therapeutics Counsel to financial adviser to Hyperion Therapeutics in its $1.1 billion acquisition by Horizon Pharma (Ireland) Johnson & Johnson Counsel to Goldman Sachs as financial adviser to Johnson & Johnson in its $21.3 billion acquisition of Synthes (Switzerland) Medica HealthCare Plans Counsel to financial adviser to Medica HealthCare Plans in its acquisition by United HealthCare Services, a subsidiary of UnitedHealth Group Patterson Companies Counsel to financial adviser to Patterson Companies in its $1.1 billion acquisition of Animal Health International STERIS Corporation Counsel to financial adviser to STERIS Corporation in its $1.9 billion pending acquisition of Synergy Health (U.K.) St. Jude Medical Counsel to financial advisor to St. Jude Medical in its $3.4 billion pending acquisition of Thoratec. Tornier Counsel to financial adviser to Tornier (Netherlands) in its $3.3 billion pending merger agreement with Wright Medical Group ZOLL Medical Counsel to Brown Brothers Harriman as financial adviser to ZOLL Medical in its $2.21 billion acquisition by Asahi Kasei (Japan) 4 5

5 Healthcare and Life Sciences Practice 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 benefit 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. S&C s Longstanding History as a Leader in Healthcare M&A S&C has played a leading role in the consolidation of the healthcare industry, advising on six of the 10 largest healthcare M&A deals to date. ACQUIRER TARGET DATE VALUE ($ millions) Pfizer Warner-Lambert ,771 Glaxo Wellcome* (U.K.) SmithKline Beecham (U.K.) ,775 Actavis PLC (Ireland) Allergan ,404 Winner, Life Sciences Group Of The Year: Sullivan & Cromwell LAW360, 2015 Sanofi-Synthelabo (France) Aventis* (France) ,657 Pfizer Wyeth ,480 Pfizer Pharmacia* ,704 Winner, Life Sciences MVP: Sullivan & Cromwell s Matt Hurd LAW360, DECEMBER 2014 In the life sciences and pharmaceuticals space, Keith Pagnani and Matthew Hurd are making a significant impression. LEGAL 500 US, 2014 Winner, Life Sciences MVP: Sullivan & Cromwell s Frank Aquila Novartis (Switzerland) Alcon* ,425*** Anthem (U.S) Cigna ,324 Medtronic Covidien** ,922 Roche Holding** (Switzerland) Genentech ,695 Source: Thomson Reuters, August 6, 2015 * Representing the company identified ** Representing the financial adviser to the company identified *** Aggregate value of three-step acquisition ultimately consummated in 2011 LAW360, DECEMBER 2013 Ranked as a first tier firm 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 prolifically for many mid-sized and large pharmaceutical, biotech and diagnostics manufacturers. US LEGAL 500, 2011 Winner of Acquisition International s U.S. Life Sciences Law Firm of the Year 2011 award. ACQUISITION INTERNATIONAL LEGAL AWARDS, 2011 Industry Sector Experience Pharmaceuticals (Branded and Generics) Pharmaceutical Benefits Management Life Sciences Medtech Medical Information Systems and Technology Healthcare Services and Providers Health Insurance (Government-sponsored and Private) Real Estate One of the world s finest corporate/m&a outfits, 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. CHAMBERS USA, 2010 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. MERGERMARKET AND THE FINANCIAL TIMES, JANUARY

6 Practice Contacts Francis J. Aquila Garrard Beeney Steven J. Elliott Matthew M. Friestedt Robert J. Giuffra, Jr John L. Hardiman Matthew G. Hurd Co-Head Healthcare & Life Sciences Stephen M. Kotran Eric Krautheimer Los Angeles Nader A. Mousavi Palo Alto Rita-Anne O Neill Los Angeles oneillr@sullcrom.com Keith A. Pagnani Co-Head Healthcare & Life Sciences pagnanik@sullcrom.com Alison S. Ressler Los Angeles resslera@sullcrom.com George J. Sampas sampasg@sullcrom.com Melissa Sawyer sawyerm@sullcrom.com Karen Patton Seymour seymourk@sullcrom.com Spencer F. Simon Palo Alto simonsp@sullcrom.com Krishna Veeraraghavan veeraraghavank@sullcrom.com 8 Copyright 2015 Sullivan & Cromwell LLP LG4690 (7/15) Attorney Advertising. Prior results do not guarantee a similar outcome.

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