Healthcare and Life Sciences Group. Mergers & Acquisitions

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1 Healthcare and Life Sciences Group Mergers & Acquisitions

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3 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, expertise on intellectual property intensive matters and deep litigation experience that is critical 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

4 Timeline of S&C s Headline Healthcare and Life Sciences Transactions Stryker S&C client Stryker (U.S.) completes its $2.8 billion acquisition of Sage Products (U.S.) from Madison Dearborn Partners (U.S.) Teva Pharmaceutical S&C client Teva Pharmaceutical (Israel) completes its $40.5 billion acquisition of Allergan Generics (Ireland) Philips S&C client Philips (Netherlands) completes its acquisition of Wellcentive (U.S.) Praxair S&C client Praxair (U.S.) announces its $73 billion merger of equals with Linde (Germany) Verily Life Sciences S&C client Verily Life Sciences (U.S.), an Alphabet (U.S.) company, announces its partnership with Temasek (Singapore) 2016 Jan FEB Mar APR MAY JUNE JULY aug Sept OCT NOV Dec JAN Dyax S&C client Dyax (U.S.) completes its $5.9 billion acquisition by Shire (Ireland) Stemcentrx S&C client Stemcentrx (U.S.) completes its $9.8 billion acquisition by AbbVie (U.S.) Impax Laboratories S&C client Impax Laboratories (U.S.) completes its acquisition of generic products from Teva Pharmaceutical (Israel) and affiliates of Allergan (Ireland) Bayer S&C client Bayer (Germany) announces its $66 billion acquisition of Monsanto (U.S.) 2017 Terumo Corporation S&C client Terumo Corporation (Japan) completes its $1.12 billion acquisition of certain products from Abbott Laboratories (U.S.) and St. Jude Medical (U.S.) Winner, Dealmaker of the Week: Sullivan & Cromwell s Alison Ressler: Valeant acquisition of Salix The American Lawyer, february 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 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 Winners, Dealmakers of the Week, Sullivan & Cromwell s Matt Hurd and Krishna Veeraraghavan: Synageva BioPharma acquisition by Alexion Pharmaceuticals The American Lawyer, May

5 Philips S&C client Philips (Netherlands) announces its participation in a $45 million private placement by Corindus Vascular Robotics (U.S.) INC Research S&C client INC Research (U.S.) completes its $7.4 billion merger of equals with inventiv Health (U.S.) Kite Pharma S&C client Kite Pharma (U.S.) completes its $11.9 billion acquisition by Gilead Sciences (U.S.) Impax Laboratories S&C client Impax Laboratories (U.S.) announces its business combination with Amneal Pharmaceuticals (U.S.) UnitedHealth Group S&C client UnitedHealth Group (U.S.) announces Optum s (U.S.) $4.9 billion acquisition of DaVita Medical Group (U.S.) FEB Mar apr may June JULY aug SEPT OCT Nov Dec Baker Bros. Advisors S&C client Baker Bros. Advisors (U.S.), the largest shareholder in BeiGene (China), announces BeiGene s joint venture with Guangzhou Development District to establish biologics facility in China Philips S&C client Philips (Netherlands) completes its acquisitions of Respiratory Technologies (U.S.) and The Spectranetics Corporation (U.S.) Ares Management S&C client Ares Management (U.S.) completes its managed funds $1.45 billion strategic partnership with DuPage Medical Group (U.S.) Bayer S&C client Bayer (Germany) announces its $7 billion sale of selected crop science assets to BASF (Germany) The Daily Journal named Alison Ressler to its list of Top 100 Women in Law feature, recognizing her for her work advising Valeant Pharmaceuticals International Inc. in its attempted bid to acquire Allergan Inc. for $56 billion, a unique, high-profile transaction that ultimately did not close. Alison also advised Valeant in its acquisition of Salix Pharmaceuticals Ltd for $15.8 billion, one of many recent big deals in the pharmaceutical industry. The DAILY JOURNAL, MAY 2015 Winner, Dealmaker of the Week: Sullivan & Cromwell s Joe Frumkin: Teva acquisition of Allergan Generics THE AMERICAN LAWYER, JULY 2015 Winner, Dealmaker of the Year, Sullivan & Cromwell s Matt Hurd: Bayer acquisition of Monsanto The American Lawyer, March

6 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: AbbVie (U.S.) in its $55 billion withdrawn acquisition of Shire (Ireland) Alcon (Switzerland) and Alcon s Independent Directors in connection with the sale of Nestlé s Alcon stake to Novartis (Switzerland) and Novartis acquisition of the remaining publicly held minority interest in Alcon for $52.9 billion Ally Bridge Group Capital Partners (Hong Kong), as leader of the consortium, in 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 subsidiary WuXi Merger Limited (China) Amgen (U.S.) in its $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.) Bayer (Germany) in its: $14.2 billion acquisition of Merck s (U.S.) consumer care business $2.9 billion acquisition of Algeta (Norway) Concordia Healthcare (Canada) in its: $3.5 billion acquisition of Amdipharm Mercury (U.K.) $1.2 billion acquisition of Covis Pharma (Switzerland) and Covis Injectables (Switzerland) CONMED (U.S.) in its acquisition of SurgiQuest (U.S.) CVS Health (U.S.) in its: $12.7 w acquisition of Omnicare (U.S.) joint venture with Cardinal Health (U.S.) $2.1 billion acquisition of Coram (U.S.) Cyberonics (U.S.) in its $1.5 billion merger with Sorin (Italy) to create LivaNova (U.K.) Endo International (Ireland) in its $2.6 billion acquisition of Auxilium Pharmaceuticals (U.S.) Google Life Sciences (U.S.) in its formation as the first of the Alphabet companies, Verily Life Sciences (U.S.), created as a result of Google Inc. s (U.S.) corporate reorganization Idenix Pharmaceuticals (U.S.) in its $3.85 billion acquisition by Merck (U.S.) Impax Laboratories (U.S.) in its: $700 million acquisition of Tower Holdings (U.S.) including subsidiaries CorePharma (U.S.), Amedra Pharmaceuticals (U.S.) and Lineage Therapeutics (U.S.) acquisition of two pharmaceutical products from Actavis (Ireland) Ipsen Pharma (France) in its global license, development and commercialization agreements with its strategic partner, Inspiration Biopharmaceuticals (U.S.) LabCorp (U.S.) in its $6.1 billion acquisition of Covance (U.S.) 4

7 Medco Health Solutions (U.S.) in its $34.3 billion acquisition by Express Scripts (U.S.) Optimer Pharmaceuticals (U.S.) in its acquisition by Cubist Pharmaceuticals (U.S.) Perrigo Company (U.S.) in its $8.6 billion acquisition of Elan Pharmaceuticals (Ireland) Pershing Square (U.S.) in its investment in Zoetis (U.S.) Pharmasset (U.S.) in its $11 billion acquisition by Gilead Sciences (U.S.) Philips (Netherlands) in its $1 billion acquisition of Volcano Corporation (U.S.) Sprout Pharmaceuticals (U.S.) in its $1 billion acquisition by Valeant Pharmaceuticals (Canada) Stryker (U.S.) in its $764 million acquisition of Trauson Holdings Company (China) Synageva BioPharma (U.S.) in its $8.4 billion acquisition by Alexion Pharmaceuticals (U.S.) Teva Pharmaceutical (Israel) in its $50.5 billion proposed acquisition of Mylan (U.K.) (later terminated) UnitedHealth Group (U.S.) in its: pharmacy care business OptumRx s (U.S.) $12.8 billion combination with Catamaran Corporation (U.S.) $4.9 billion acquisition of Amil Participações (Brazil) Valeant Pharmaceuticals (Canada) in its: $15.8 billion acquisition of Salix Pharmaceuticals (U.S.) divesture of all North American commercialization rights to RUCONEST to Pharming Group (Netherlands) $55 billion unsolicited offer to acquire Allergan (U.S.) (later terminated) $1.4 billion sale of aesthetic products to Galderma (Switzerland) acquisition of PreCision Dermatology (U.S.) Sample Representations of Financial Advisers: ARIAD Pharmaceuticals Counsel to financial adviser to ARIAD (U.S.) in its $5.2 billion acquisition by Takeda Pharmaceutical (Japan) Covidien Counsel to financial adviser to Covidien (U.S.) in its $42.9 billion acquisition by Medtronic (U.S.) CVS Health Counsel to financial advisers to CVS Health (U.S.) in its $77 billion acquisition of Aetna (U.S.) HealthSouth Corporation Counsel to financial adviser to HealthSouth (U.S.) in its acquisition of the operations of Reliant Hospital Partners (U.S.) Hill-Rom Holdings Counsel to financial adviser to Hill-Rom (U.S.) $2.1 billion acquisition of Welch Allyn (U.S.) Hyperion Therapeutics Counsel to financial adviser to Hyperion (U.S.) in its $1.1 billion acquisition by Horizon Pharma (Ireland) Patheon Counsel to financial adviser to Patheon (Netherlands) in its $7.2 billion acquisition by Thermo Fisher Scientific (U.S.) STERIS Corporation Counsel to financial adviser to STERIS (U.S.) in its $1.9 billion acquisition of Synergy Health (U.K.) St. Jude Medical Counsel to financial advisor to St. Jude Medical (U.S.) in its $3.4 billion acquisition of Thoratec (U.S.) Tornier Counsel to financial adviser to Tornier (Netherlands) in its $3.3 billion merger with Wright Medical Group (U.S.) 5

8 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. Winner, Life Sciences MVP: Sullivan & Cromwell s Krishna Veeraraghavan LAW360, NOVEMBER 2016, 2015 Winner, Life Sciences MVP: Sullivan & Cromwell s Matt Hurd LAW360, NOVEMBER 2015 Winner, Life Sciences Group of The Year: Sullivan & Cromwell LAW360, 2015 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 Law360, December

9 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 sector, advising on six of the 10 largest healthcare M&A deals to date. Acquirer Target Date Value ($ millions) Pfizer (U.S.) Warner-Lambert (U.S.) ,771 Glaxo Wellcome* (U.K.) SmithKline Beecham (U.K.) ,775 Actavis (U.S.) Allergan (Ireland) ,404 Bayer* (Germany) Monsanto (U.S.) ,843 Sanofi-Synthelabo (France) Aventis* (France) ,657 Pfizer (U.S.) Wyeth (U.S.) ,480 Pfizer (U.S.) Pharmacia* (U.S.) ,704 Novartis (Switzerland) Alcon* (Switzerland) ,955*** Anthem (U.S.) Cigna (U.S.) ,383 Medtronic (U.S) Covidien** (U.S) ,922 Source: Thomson Reuters, May 2, 2017 *Representing the company identified **Representing the financial adviser to the company identified *** Aggregate value of three-step transaction ultimately consummated in 2011 Industry Sector Experience Pharmaceuticals and Life Sciences Medtech Health Insurers Healthcare Services 7

10 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 Sarah P. Payne Palo Alto paynesa@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 Krishna Veeraraghavan veeraraghavank@sullcrom.com 8 Copyright 2017 Sullivan & Cromwell LLP LG4690 Attorney Advertising. Prior results do not guarantee a similar outcome.

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