Healthcare and Life Sciences Group
MERGERS & ACQUISITIONS © Sullivan & Cromwell LLP 2013 | LG4690 Prior results do not guarantee a similar outcome. hrough decades of experience in many of the transactions that have defi ned Tthe 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.
1 Timeline of S&C’s Headline Transactions
Recently, S&C advised on several major healthcare M&A transactions.
Valeant Medco Health Solutions Pharmaceuticals S&C client Medco Health Veritas Capital S&C client Valeant Solutions (U.S.) completes Pharmasset S&C client Veritas Capital Pharmaceuticals its $34.3 billion acquisition S&C client Pharmasset (U.S.) completes its $1.25 (Canada) completes by Express Scripts (U.S.) (U.S.) completes its $11 billion acquisition of the its $2.6 billion billion acquisition by healthcare business of acquisition of Gilead Sciences (U.S.) Thomson Reuters (U.S.) Medicis (U.S.)
January February March April May June July August September October November December 2012 Amgen ZOLL Medical* Johnson & Johnson** S&C client Amgen (U.S.) ZOLL Medical Corporation Johnson & Johnson (U.S.) completes its $1.16 billion (U.S.) completes its $2.21 completes its $21.3 billion acquisition of Micromet billion acquisition by Asahi acquisition of Synthes (U.S.) Kasei Corporation (Japan) (Switzerland)
* S&C represented the fi nancial adviser to Zoll Medical Corporation ** S&C represented the fi nancial adviser to Johnson & Johnson
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.
MERGERMARKET AND THE FINANCIAL TIMES, JANUARY 2012
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.
THE AMERICAN LAWYER, FEBRUARY 2012
2 Amgen CVS Caremark S&C client Amgen S&C client CVS Bayer (U.S.) completes Caremark (U.S.) S&C client Bayer AG its $10.5 billion announces its $2.1 (Germany) completes acquisition of Onyx billion acquisition its acquisition of Pharmaceuticals of Coram LLC Conceptus, Inc. (U.S.) for (U.S.) (U.S.) approximately $1.2 billion
January February March April May June July August September October November December 2013 United Healthcare Group Perrigo Company CVS Caremark Bayer S&C client UnitedHealth S&C client Perrigo S&C client CVS S&C client Bayer Group (U.S.) completes its Company (U.S.) announces Caremark (U.S.) AG (Germany) $4.9 billion acquisition of its proposed approximately announces its announces its $2.9 Amil Participações S.A. $8.6 billion acquisition 50/50 joint venture billion acquisition (Brazil) of Elan Pharmaceuticals with Cardinal of Algeta ASA (Ireland) Health (U.S.) (Norway)
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.
THE WALL STREET JOURNAL, OCTOBER 2012 AND THE AMERICAN LAWYER, JULY 2013
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.
THE DAILY JOURNAL, MAY 2013
3 Other Healthcare Highlights
n addition, S&C was involved in the following transactions, which showcase our Iexperience 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 Pharmaceuticals Counsel to AMAG Pharmaceuticals (U.S.) in the proxy fi ght between AMAG and MSMB Capital (U.S.) Amgen Counsel to Amgen (U.S.) in: in its $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.) its $415 million acquisition of deCODE Genetics (Iceland) its $315 million acquisition of Kai Pharmaceuticals (U.S.)
CONMED Counsel 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
Cypress Bioscience Counsel to Cypress Bioscience (U.S.) in the proxy fi ght between Cypress and Ramius LLC (U.S.) and Royalty Pharma (U.S.) Ipsen Pharma Counsel 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.) Optimer Pharmaceuticals Counsel to Optimer Pharmaceuticals (U.S.) in its acquisition by Cubist Pharmaceuticals (U.S.) Paion Counsel to Paion (Germany) in the sale of its remaining rights in a Phase III compound called Desmotephlase to H. Lundbeck (Denmark) for $27 million Stryker Counsel 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
4 UnitedHealthcare Counsel to UnitedHealthcare (U.S.), a UnitedHealth Group company, in its acquisition of XLHealth Corp. (U.S.) Valeant Pharmaceuticals Counsel to Valeant Pharmaceuticals (Canada) in: its $2.6 billion acquisition of Medicis (U.S.) 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 Partners Counsel 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 Pharmaceuticals Counsel to fi nancial adviser to Auxilium Pharmaceuticals, Inc. (U.S.) in its $635 million acquisition of Actient Holdings LLC (U.S.) BioMimetic Therapeutics Counsel to fi nancial adviser to BioMimetic Therapeutics (U.S.), in its $140 million business combination with Wright Medical Group (U.S.) EKR Therapeutics Counsel to fi nancial adviser to EKR Therapeutics (U.S.) in its $150 million acquisition by Cornerstone Therapeutics (U.S.) Medica HealthCare Plans Counsel to fi nancial adviser to Medica HealthCare Plans (U.S.) in its acquisition by United HealthCare Services (U.S.), a subsidiary of UnitedHealth Group (U.S.), for an undisclosed amount
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.
NACD DIRECTORSHIP, NOVEMBER 2012
5 Healthcare and Life Sciences Practice
ullivan & Cromwell offers clients comprehensive legal expertise paired with a practical Sunderstanding 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.
Winner, Life Sciences MVP: Sullivan & Cromwell’s Frank Aquila
LAW360, DECEMBER 2013
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.”
US LEGAL 500, 2011
“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.”
CHAMBERS USA, 2010
Winner of Acquisition International’s “U.S. Life Sciences Law Firm of the Year 2011” award.
ACQUISITION INTERNATIONAL LEGAL AWARDS, 2011
6 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 eight of the ten largest healthcare M&A deals to date.
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 45,913
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, January 24, 2014 * 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
Industry Sector Experience
Pharmaceuticals Medical Information Systems and (Branded and Generics) Technology
Pharmaceutical Benefi ts Management Healthcare Services and Providers
Biotechnology and Life Sciences/ Health Insurance (Government- Biologics sponsored and Private)
Medical Devices and Diagnostics Real Estate
7 Practice Contacts
Francis J. Aquila Rita-Anne O’Neill New York Los Angeles +1-212-558-4048 +1 310 712 6698 [email protected] [email protected]
Garrard Beeney Keith A. Pagnani New York New York +1-212-558-3737 +1-212-558-4397 [email protected] [email protected]
Steven J. Elliott Alison S. Ressler New York Los Angeles +1-212-558-7446 +1-310-712-6630 [email protected] [email protected]
Robert J. Giuffra, Jr. George J. Sampas New York New York +1-212-558-3121 +1-212-558-4945 [email protected] [email protected]
Matthew G. Hurd Melissa Sawyer New York New York +1-212-558-3122 +1-212-558-4243 [email protected] [email protected]
Stephen M. Kotran Karen Patton Seymour New York New York +1-212-558-4963 +1-212-558-3196 [email protected] [email protected]
Eric Krautheimer Spencer F. Simon Los Angeles Palo Alto +1-310-712-6678 +1-650-461-5640 [email protected] [email protected]
James C. Morphy Krishna Veeraraghavan New York New York +1-212-558-3988 +1-212-558-7931 [email protected] [email protected]
Nader A. Mousavi Palo Alto +1-650-461-5660 [email protected]
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