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Big Deals

29 May 2014

Novartis / Glaxo / Eli Lilly

Novartis AG announced a major asset swap with GlaxoSmithKline plc as well as a agreement to sell its animal health unit to Eli Lilly & Co. on April 22. All told, the deals could be worth more than $30 billion.

Novartis will pay $14.5 billion for GSK's oncology products unit plus as much as $1.5 billion more depending on the results of a trial of a melanoma drug. GSK in turn will pay Novartis $5.25 billion for its vaccines other than those against the flu in addition to as much as $1.8 billion in milestone payments and ongoing royalties. The companies will also create a consumer health care joint venture in which GSK will own 63.5 percent and Novartis will own 36.5 percent. GSK shareholders and regulators must approve the deals, which the companies hope to complete in the first half of 2015.

Eli Lilly will pay Novartis $5.4 billion in cash for its animal health division. The companies hope to close the transaction in the first quarter of next year pending regulator approvals.

For Novartis AG (Basel, Switzerland)

In-House: General counsel Felix Ehrat, head-legal transactions Roy Papatheodorou, head-M&A legal Jonathan Emery, head-corporate legal antitrust Susan Jones, vice president-intellectual property transactions Frank Smith, senior gal counsel-M&A legal Andrew Webb and senior counsel-legal antitrust David Emanuelson.

Freshfields Bruckhaus Deringer: Corporate: Doug Bacon, Jennifer Bethlehem, Andrew Craig, Julian Long, and Julian Pritchard. Tax: Claude Stansbury. Litigation: Adam Siegel. Antitrust: Rod Carlton, Thomas Jannsens and Paul Yde. Employment, pensions and benefits: Kathleen Healy. (All are in London except for New York-based Bacon, Pritchard and Siegel; Washington, D.C.-based Stansbury and Yde; and Brussels-based Jannsens.)

Hogan Lovells: Corporate: Adam Bellack, Adam Golden and associates Carrie Etherton, Venroy July, Thomas Kennedy and Adriana Tibbitts. Intellectual property: Cullen Taylor, counsel Anishiya Abrol and associates Adam Aft, Allison Donovan and Catlan McCurdy. (Bellack and Kennedy are in Washington, D.C. Golden is in New York. Taylor, Abrol, Aft and McCurdy are in McLean, Virginia. Donovan and Etherton are in Denver. July and Tibbitts are in Baltimore.)

Linklaters: Peter Cohen-Millstein, James Inglis, Aisling Zarraga and corporate managing associate Jarlath McGurran. Antitrust: Jeffrey Schmidt and counsel Sir Christopher Bellamy. Intellectual property: Nigel Jones. Technology and outsourcing: Marly Didizian. Tax: Dominic Winter. (All are in London except for New York-based Cohen-Millstein and Washington, D.C.-based Schmidt.)

For GlaxoSmithKline plc (Brentford, England)

In-House: General counsel Dan Troy, vice president-worldwide business development transactions Edward "Chip" Cale, general counsel-strategic alliances and business development, vaccines Antoon Loomans, senior vice president-government ethics and assurance James Ford, vice president and associate general counsel Paul Noll and vice president global head-oncology patents Edward Gimmi.

Slaughter and May: Corporate: Gavin Brown, David Johnson, Simon Nicholls, Richard Smith, and associates Guy Arnold, Chris Bulger, Catriona Chau, Justin Chan, Anthony Doolittle, Claire Jackson, Philip Linnard, Susannah Macknay, Ben Magahy, Lauren Pringle, Nikhil Shah and Sally Wokes. Antitrust: Bertrand Louveaux and associate Jordan Ellison. Intellectual property: Susie Middlemiss and associates Richard McDonnell, Marianne Helps, Laura Houston, Sarah Mateen and Hardip Shokar. Tax: asso¬ciates Alexander Berend, Emma Game, James Hume and Dominic Robertson. Pensions and employment: Sandeep Maudgil and associates Sarah Ferguson, Eleanor Hart, Nicholas King and Alison Smullen. Real estate: David Waterfield and associate Simon Bartle. Financing: Guy O'Keefe and associate Andrew Williams. (All are in London.) Slaughters represented Glaxo Wellcome plc on its 2000 merger with SmithKline Beecham plc and has continued to work for the combined company.

Cleary Gottlieb Steen & Hamilton: Antitrust: Patrick Bock, George Cary, Romina Polley, and counsel Kathleen Bradish and Silke Heinz. (All are in Cologne, Germany, except for Washington D.C.-based Cary and Bradish.) Cleary also represented Glaxo Wellcome on its merger with SmithKline Beecham.

Niederer Kraft & Frey: Corporate: Andreas Casutt, Philipp Haas, and senior associate Bertrand Schott and junior associate Samuel Hochstrasser. Tax: Markus Kronauer. Real estate: Andreas Vögeli. Pension and benefits: Senior associate Laurence Uttinger and associate René Fischer. Employment: senior associate Valerie Meyer-Bahar. (All are in Zurich.)

For Eli Lilly & Co. (Indianapolis)

In-House: General counsel-animal health division C.T. Newsum, assistant general counsel Joseph Marxer and counsel-human resources Charles Grandy.

Weil, Gotshal & Manges: Corporate: Raymond Gietz, Matthew Gilroy and asso¬ciates Kaitlin Descovich, Joshua Nemser and Megan Pendleton. Intellectual property: Charan Sandhu, Elizabeth Weiswasser and associates Adrienne Baker, Claire Comfort and Rachel Vigneaux. Tax: Helyn Goldstein and associate Mark Dundon. Employee benefits and executive compensation: Amy Rubin and associate Daniel Birnhak. Real estate: Samuel Zylberberg and associates Melissa Meyrowitz and Mallory Owen. (All are in New York except for Dallas-based Dundon.) Weil has also represented Eli Lilly on its 2014 acquisition of German animal health company Lohmann SE; on its 2012 acquisition of privately held ChemGen Corp.; and on its 2011 purchase of Avid Radiopharmaceuticals Inc. for $300 million plus earn-outs.

Cadwalader, Wickersham & Taft: Antitrust: Andrew Forman and Charles "Rick" Rule. (Both are in Washington, D.C.).

Latham & Watkins: E.U. competition: Howard Rosenblatt and counsel Hèctor Armengod. (Both are in Brussels.)

TIAA-CREF / Nuveen

TIAA-CREF agreed to pay Madison Dearborn Partners LLC $6.25 billion in cash and debt for Nuveen Investments LLC on April 14. Madison Dearborn, a Chicago private equity shop, paid $5.75 billion for the asset manager in 2007. TIAA-CREF-the acronym stands for Teachers Insurance and Annuity Associate-College Retirement Equities Fund-provides retirement-oriented financial products to academics, teachers and employees of companies in the nonprofit sector and would bulk up its asset management business with the purchase.

TIAA-CREF currently has about $570 billion in assets under management and would add another $220 billion with the Nuveen purchase. The combined company will still be far smaller than industry leaders such as BlackRock Inc., which has $3.8 trillion in assets. Nuveen will be a stand-alone unit within TIAA-CREF. The parties hope to close the deal by the end of the year pending regulatory approvals.

For acquirer Teachers Insurance and Annuity Associate-College Retirement Equities Fund (New York)

In-House: General counsel-asset management William Forgione, senior director and associate general counsel Keith Atkinson and directors and associate general counsel Dennis Machado, John McCally, John McCann and Michael Phillips.

Debevoise & Plimpton: M&A: William Regner and associates Arthur Calzontzi and Uri Herzberg. Investment management: Kenneth Berman and associate Gregory Larkin. Executive compensation and employee benefits: Lawrence Cagney and associate Karli Robyn. Tax: Peter Schuur and associates Joseph Binder, Erin Cleary and Meir Katz. Finance: associate Katarina Molnarova. (All are in New York except for Washington, D.C.-based Berman, Larkin and Molnarova.) Debevoise has long worked with TIAA-CREF and represented the entity earlier this year in forming a real estate investment joint venture with Henderson Group plc.

For seller Madison Dearborn Partners LLC (Chicago)

In-House: General counsel Mark Tresnowski and deputy general counsel and chief compliance officer Annie Terry.

Kirkland & Ellis: Corporate: Richard Porter, Neal Reenan, Michael Snow, Steve Toth, and associates Eric Buske and Aisha Lavinier. Tax: Dean Bachus, Rachel Cantor, William Welke, and associate Josh McLane. Employee benefits end executive compensation: Laura Bader, Alexandra Mihalas, and of counsel Melissa Grim and LeighAnne Thompson. Investment management: Michael Chu, Scott Moehrke, and associate Kevin Bett¬steller. Debt finance: Linda Myers and of counsel Kathy Schumacher. Bank regulatory: Edwin del Hierro and of counsel Julie Kunetka. Intellectual property: Neil Hirshman and associate William Helmstetter III. Environmental: Brian Land. (All are in Chicago except for Washington, D.C.-based Land.) Kirkland also advised Nuveen. Madison Dearborn is a longtime Kirkland client. Tresnowski is a former Kirkland partner and Terry is a former Kirkland associate. The firm advised MDP on its purchase of Nuveen in 2007.

For Nuveen Investments (Chicago)

In-House: General counsel John MacCarthy and assistant general counsel Kevin McCarthy, William Means Jr. and Christopher Rohrbacher.

Skadden, Arps, Slate, Meagher & Flom: Investment management: Michael Hoffman and counsel Kevin Hardy. Financial institutions regulation: William Sweet Jr. and counsel James Frazer. Executive compensation: David Hepp and David Polster. (Hoffman and Hepp are in New York. Hardy and Polster are in Chicago. Sweet and Frazer are in Washington, D.C.) Skadden was regulatory counsel to Nuveen on its 2007 sale to Madison Dearborn.

Winston & Strawn: Corporate: Steven Gavin and associates Elisia Klinka, Irene Paik and T. Justin Trapp. Employee benefits and executive compensation: Michael Falk, Erin Kartheiser, and associate Ariane Andrade. Labor and employment: Shane Blackstone and Rex Sessions. Tax: Roger Lucas. Real estate: M. Christine "Christi" Graff. (All are in Chicago except for New York-based Klinka.) Winston has done work for the company for many years, and former Winston partner John MacCarthy joined Nuveen as general counsel in 2006. Winston was one of the firms that represented Nuveen on the sale to Madison Dearborn. Winston is also representing Nuveen management.

For Gresham Investment Management (new york)

In-House: General counsel Adam Gehrie.

Schulte Roth & Zabel: M&A: Christopher Harrison. Bank regulatory: Joseph Vitale and associate Lane Verlenden. (All are in New York.) Schulte represented Gresham on its sale of a controlling stake to Nuveen in 2011.

Mallinckrodt / Questcor

Mallinckrodt plc didn't wait long to restructure itself after being spun out of Covidien Ltd. last year. The specialty pharmaceutical company agreed to pay $5.6 billion in cash and stock for Questcor Pharmaceuticals Inc. on April 7. At about $86.10 per Questcor share, the deal came at a 27 percent premium to the target's closing price on April 4, the last trading day before the announcement. Mallinckrodt also paid $1.3 billion in cash for Cadence Pharmaceuticals Inc. in a deal announced Feb. 11 and closed the next month.

Questcor's appeal lay in its multiple sclerosis drug Acthar Gel, which is expected to achieve sales of $1 billion this year. Mallinckrodt shareholders will own 50.5 percent of the combined company, which Mallinckrodt CEO Mark Trudeau will head. The parties hope to close the deal in the third quarter pending approvals form regulators and both sets of shareholders.

For acquirer Mallinckrodt plc (Dublin)

In-House: General counsel Peter Edwards, corporate secretary Miriam Rogers Singer, vice president-legal C. Stephen Kriegh and counsel Bobby Torgoley.

Wachtell, Lipton, Rosen & Katz: Corporate: Adam Emmerich, Benjamin Roth, and associates Victor Goldfeld, Andrew Kenny, and Viktor Sapezhnikov. Finance: Eric Rosof and associates Richard Barbour II, Caith Kushner, Neil Snyder and Austin Witt. Tax: Jodi Schwartz and associate Michael Sabbah. Executive compensation and benefits: Jeremy Goldstein, Adam Shapiro and associate Rohit Nafday. Antitrust: Ilene Knable Gotts and associate Franco Castelli. (All are in New York.) Emmerich and Roth represented the company earlier this year on its $1.3 billion purchase of Cadence Pharmaceuticals Inc. and last year advised Covidien Ltd. on its spinout of Mallinckrodt. Wachtell also represented Covidien on its reincorporation in Ireland after being spun out from Tyco Inc.

Arthur Cox: Corporate: Stephen Ranalow and Brian O'Gorman. (They are in Dublin.) Mallinckrodt is incorporated in Ireland.

For target Questcor Pharmaceuticals Inc. (Anaheim, Calif.)

In-House: General counsel Michael Mulroy and associate general counsel Ryan Chavez.

Latham & Watkins: Corporate: Cary Hyden, R. Scott Shean, Paul Tosetti, Michael Treska, and associates Aneta Ferguson, R. Jeffrey Holgate, John Raney and Brett Urig. Tax: Nicholas DeNovio, Laurence Stein and asso¬ciate Eric Song. Finance: Wesley Holmes and associates Benjamin Cohen, Ryan deFord and Joseph Skrokov. Executive benefits and compensation: James Barrall and associate Michelle Carpenter. Securities litigation: Michele Johnson, Peter Wald and associate Andrew Gray. Antitrust: Michael Egge, counsel Héctor Armengod and associate Patrick English. Environmental: Christopher Norton and associate Charles Anthony III. Intellectual property: counsel David Kuiper. (All are in Costa Mesa, Calif., except for Tosetti, Stein, Song, Barrall and Carpenter, who are in Los Angeles; DeNovio, Egge and English, who are in Washington, D.C.; Wald, who is in San Francisco; Armengod, who is in Brussels; and the finance lawyers, who are in New York.) Latham has worked for Questcor since 2012, but this is the firm's first M&A assignment for the company.

Matheson: Corporate: George Brady and Patrick "Paddy" Spicer. Tax: Shane Hogan and John Ryan and associate Brian Doohan. (All are in Dublin except for Ryan, who is based in New York.)

Blackstone / Gates

Blackstone Group LP agreed to buy automotive parts manufacturer Gates Corp. from Onex Inc. and Canada Pension Plan Investment Board for $5.4 billion on April 4. Onex, a Canadian private equity firm, and CPPIB paid $4.5 billion for Tomkins plc, as it was then known, in 2010. The company filed for an IPO last December and at the same time ran an auction that reportedly attracted attention from TPG Capital LP and CVC Capital Partners Ltd. as well as Blackstone.

The deal would be Blackstone's largest buyout since it paid $26 billion for Hilton Worldwide Holdings Inc. in 2007 [Big Deals, September 2007]. The parties hope to close the deal later this year pending regulatory approvals.

For acquirer Blackstone Group LP (New York)

In-House: Senior vice president-legal and compliance Daniel Lee.

Simpson Thacher & Bartlett: M&A: Wilson Neely, Anthony Vernace, and associates Brian Novell, Benjamin Schaye, Leah Shen and Chris Vena. Credit: J. Alden Millard and associates Brian Gluck and Mitchell Ryan. Executive compensation and employee benefits: Gregory Grogan, counsel Aimee Adler, and associates Holly Gurian, Joo Hyun Lee and Douglas Tang. Tax: Gary Mandel and associate Adam Wells. Capital markets: Edward Tolley and associate Jonathan Ozner. Private funds: Jonathan Karen, Michael Wolitzer, and associates David Daniels, Peter Gilman, Steven Homan, Carolyn Houston and Jeffery Lieberman. Environmental: senior counsel Adeeb Fadil and associate Noreen Lavan. Real estate: counsel Krista McManus and associate Kathryn Altomonte. Intellectual property: Lori Lesser and associate Samantha Himelman. Insurance: senior counsel Elisa Alcabes and associate Nicholas Barker. Antitrust: Joseph Tringali, David Vann, counsel Sara Razi and associates Tara Kelly and Étienne Renaudeau. (All are in New York except for London-based Vann, Kelly and Renaudeau and Washington, D.C.-based Razi.) Simpson is Blackstone's regular outside counsel. Lee was once a Simpson associate, and Blackstone chief legal officer John Finley was a Simpson partner.

For sellers Onex Inc. (Toronto) and Canada Pension Plan Investment Board (Toronto)

In-House: General counsel Thomas Reeve, assistant general counsel Rasmani Bhattacharya and director-risk management and transactions Xiaolei Yan.

Latham & Watkins: Corporate: Shaun Hartley, Paul Sheridan, counsel Aaron Hullman and associates Daniel Mathias, Rohith Parasuraman and Abigail Raish. Tax: David Raab and associate Andrea Ramezan-Jackson. Intellectual property: counsel Kieran Dickinson. Executive compensation and employee benefits: David Della Rocca and associate Adam Kesten¬baum. Environmental: James Barrett. Real estate: counsel Betsy Mukamal. Finance: Scott Forchheimer, Rachel Sheridan, Jennifer Van Driesen and associate Shagufa Hossain. Antitrust: Michael Egge and counsel Héctor Armengod. (All are in Washington, D.C., except for Hartley, who is in Chicago; Raab and Mukamal, who are in New York; and Armengod, who is in Brussels.) Latham advised CPPIB and Onex on their purchase of Tomkins in 2010.

Torys: Corporate: Matthew Cockburn and counsel Scott Bell. (Both are in Toronto.) The firm is advising longtime client CPPIB, whose general counsel John Butler was a Torys partner before joining the pension fund in 2003.

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