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LG4690 Healthcare Life Scien Healthcare and Life Sciences Group MERGERS & ACQUISITIONS hrough decades of experience in many of the transactions that have Tdefi 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, 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 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 Healthcare and Google Life Sciences S&C client Google Life Life Sciences Transactions Sciences (U.S.) announces Royal Philips its formation as the fi rst of S&C client Royal Philips Baker Bros. Advisors the Alphabet companies, (Netherlands) completes S&C client Baker Bros. Advisors (U.S.) announces their funds role Bayer Verily Life Sciences (U.S.), its acquisition of as lead investor, along with several co-investors, in the $100 million S&C client Bayer created as a result of Google Wellcentive (U.S.) purchase of a newly authorized class of Series A-2 Convertible Sprout Pharmaceuticals (Germany) completes its Inc.’s (U.S.) corporate $14.2 billion acquisition Preferred Shares of BeiGene (China), collectively representing S&C client Sprout Pharmaceuticals reorganization Astellas Pharma of the consumer care 23.55% of BeiGene’s total capital shares on a fully diluted basis (U.S.) completes its $1 billion acquisition S&C advises business of Merck (U.S.) by Valeant Pharmaceuticals (Canada) Teva Pharmaceutical Valeant Synageva Industries client Astellas UnitedHealth Group Pharmaceuticals BioPharma Corp. CVS Health Concordia Healthcare Bayer S&C client Teva Pharma (Japan) in Zoetis S&C client UnitedHealth S&C client Valeant S&C client Synageva S&C client CVS S&C client Concordia Dyax S&C client Pharmaceutical connection with S&C client LabCorp Group (U.S.) announces its Pharmaceuticals BioPharma (U.S.) Health (U.S.) Healthcare (Canada) S&C client Dyax Bayer (Germany) Industries (Israel) Pfi zer’s (U.S.) Pershing Square S&C client LabCorp pharmacy care business (Canada) completes completes its completes its completes its (U.S.) completes announces its completes its announced (U.S.) completes (U.S.) completes its OptumRx’s (U.S.) $12.8 billion its $15.8 billion $8.4 billion $12.7 billion $3.5 billion acquisition its $5.9 billion $65 billion $40.5 billion $14 billion merger its investment in $6.1 billion acquisition combination with Catamaran acquisition of Salix acquisition by Alexion acquisition of of Amdipharm Mercury acquisition by acquisition of acquisition of Allergan agreement with Zoetis (U.S.) of Covance (U.S.) Corporation (U.S.) Pharmaceuticals (U.S.) Pharmaceuticals (U.S.) Omnicare (U.S.) Limited (U.K.) Shire (Ireland) Monsanto (U.S.) Generics (Ireland) Medivation (U.S.) OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR APRIL MAY JUNE JULY AUG 2014 2015 2016 Philips Endo International Concordia Healthcare Teva Pharmaceutical New WuXi Life Science Cyberonics Stryker Stemcentrx Impax Laboratories S&C client Philips S&C client Endo S&C client Concordia Industries S&C client Ally Bridge Group Capital S&C client Cyberonics (U.S.) S&C client Stryker S&C client S&C client Impax (Netherlands) announces International Healthcare (Canada) S&C client Teva Partners (Hong Kong), as leader completes its $1.5 billion (U.S.) completes Stemcentrx Laboratories (U.S.) its $1 billion acquisition of (Ireland) completes completes its $1.2 billion Pharmaceutical Industries of the consortium, announces its merger with Sorin (Italy) to its $2.8 billion (U.S.) completes completes its Volcano Corporation (U.S.) its $2.6 billion acquisition of Covis (Israel) announces in its investment and the consortium’s create LivaNova (U.K.) acquisition of Sage its $9.8 billion $586 million acquisition acquisition of Auxilium Pharma (Switzerland) $50.5 billion proposed benefi cial ownership of New WuXi Products (U.S.) acquisition by of generic products from Pharmaceuticals (U.S.) and Covis Injectables acquisition of Mylan (U.K.) Life Science resulting from the from Madison AbbVie (U.S.) Teva Pharmaceutical (Switzerland) (later terminated) merger between WuXi PharmaTech Dearborn Partners Industries (Israel) and (Cayman) and New WuXi Life (U.S.) affi liates of Allergan Science Limited (China) and (Ireland) its wholly owned subsidiary WuXi Merger Limited (China) Winner, Dealmaker of the Week: Sullivan & Cromwell’s Winners, “Dealmakers of the Week”, Sullivan & Cromwell’s Matt Hurd Krishna Veeraraghavan: LabCorp acquisition of Covance and Krishna Veeraraghavan: Synageva BioPharma acquisition by THE AMERICAN LAWYER, NOVEMBER 2014 Alexion Pharmaceuticals THE AMERICAN LAWYER, MAY 2015 Winner, Dealmaker of the Week: Sullivan & Cromwell’s Alison Ressler: Valeant acquisition of Salix The Daily Journal named Alison Ressler to its list of “Top 100 Women in THE AMERICAN LAWYER, FEBRUARY 2015 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-profi le transaction that ultimately did not close. Alison also Winner, Dealmaker of the Year: Sullivan & Cromwell’s Matthew Hurd: advised Valeant in its acquisition of Salix Pharmaceuticals Ltd for $15.8 Bayer acquisition of the consumer care business of Merck billion, one of many recent big deals in the pharmaceutical industry. THE AMERICAN LAWYER, MARCH 2015 THE DAILY JOURNAL, MAY 2015 Winners, “Dealmakers of the Week”, Sullivan & Cromwell’s Keith Pagnani and Melissa Sawyer: UnitedHealth subsidiary OptumRx’s combination Winner, Dealmaker of the Week: Sullivan & Cromwell’s Joe Frumkin: with Catamaran Corporation Teva acquisition of Allergan Generics THE AMERICAN LAWYER, JULY 2015 THE AMERICAN LAWYER, APRIL 2015 2 3 Other Healthcare Highlights n addition, S&C was involved in the following transactions, which showcase Pharmasset (U.S.) in its $11 billion acquisition by Gilead Sciences (U.S.) Iour experience working with a diverse set of participants in the healthcare Philips (Netherlands) in its: and life sciences industry. From representing pharmaceutical, biotechnology and acquisition of certain key assets of medSage Technologies (U.S.) $5.1 billion acquisition of Respironics, Inc. (U.S.) life sciences companies, to working directly with leading medical information UnitedHealth Group (U.S.) in its: system and technology specialists, as well as healthcare services and providers, $4.9 billion acquisition of Amil articipações (Brazil) Sullivan & Cromwell’s industry experience is vast. acquisition of XLHealth (U.S.) Valeant Pharmaceuticals (Canada) in its: SAMPLE REPRESENTATIONS OF PRINCIPALS: divesture of all North American commercialization rights to RUCONEST®, including all rights in the US, Mexico and Canada, to Pharming Group (Netherlands) for an aggregate AbbVie Inc. (U.S.) in its $55 billion withdrawn acquisition of Shire (Ireland). consideration of up to $125 million AMAG Pharmaceuticals (U.S.) in the proxy fi ght between AMAG and MSMB Capital (U.S.) $55 billion unsolicited offer to acquire Allergan (U.S.) (later terminated) Amgen (U.S.) in its: $1.4 billion sale of aesthetic products to Galderma (Switzerland) $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.) $475 million acquisition of PreCision Dermatology (U.S.) $1.16 billion acquisition of Micromet (U.S.) $2.6 billion acquisition of Medicis (U.S.) $415 million acquisition of deCODE Genetics (Iceland) $112.5 million acquisition of the business relating to the Visudyne product (U.S.) from $315 million acquisition of Kai Pharmaceuticals (U.S.) QLT (Canada) Bayer (Germany) in its $2.9 billion acquisition of Algeta (Norway) acquisition of Eyetech (U.S.) CONMED (U.S.) in its: Veritas Capital (U.S.) in its $1.25 billion acquisition of the healthcare business of Thomson Reuters (U.S.) $265 million acquisition of SurgiQuest (U.S.) SAMPLE REPRESENTATIONS OF FINANCIAL ADVISERS: settlement with Voce Capital Management (U.S.) $22.5 million acquisition of Viking Systems (U.S.) AmerisourceBergen – Counsel to fi nancial adviser to AmerisourceBergen (U.S.) in its $2.5 billion acquisition of MWI Veterinary Supply (U.S.) $147 million transaction with Musculoskeletal Transplant Foundation (MTF) (U.S.) to obtain (i) exclusive, worldwide promotion rights with respect to MTF’s human tissue Auxilium Pharmaceuticals – Counsel to fi nancial adviser to Auxilium Pharmaceuticals (U.S.) in grafts for use within the fi eld of sports medicine, and (ii) an exclusive, worldwide license its $635 million acquisition of Actient Holdings (U.S.) to MTF’s platelet-rich plasma technology and products BioMimetic Therapeutics – Counsel to fi nancial adviser to BioMimetic Therapeutics (U.S.) in its Cypress Bioscience (U.S.) in the proxy fi ght between
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