Healthcare and Life Sciences Group
Mergers & Acquisitions hrough decades of experience in many of the transactions that have Tdefined 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 Timeline of S&C’s Headline Healthcare and Life Sciences Transactions
Teva Pharmaceutical Industries Astellas Pharma Verily Life Sciences S&C client Teva Pharmaceutical S&C advises client Astellas Pharma S&C client Verily Life Sciences Industries (Israel) completes its (Japan) in connection with Pfizer’s (U.S.), an Alphabet (U.S.) company, $40.5 billion acquisition of (U.S.) $14 billion merger agreement announces its partnership with New WuXi Life Science Allergan Generics (Ireland) with Medivation (U.S.) Temasek (Singapore) S&C client Ally Bridge Group Capital Partners (Hong Kong), Synageva BioPharma Corp. Sprout Pharmaceuticals as leader of the consortium, completes its Royal Philips Seattle Genetics S&C client Synageva CVS Health S&C client Sprout investment and the consortium’s beneficial S&C client Royal Terumo Corporation S&C client Seattle BioPharma (U.S.) S&C client CVS Health Pharmaceuticals (U.S.) ownership of New WuXi Life Science resulting from Philips (Netherlands) S&C client Terumo Corporation (Japan) Genetics (U.S.) announces completes its $8.4 billion (U.S.) completes its completes its $1 billion the merger between WuXi PharmaTech (Cayman) completes its announces its $1.12 billion acquisition of its development and acquisition by Alexion $12.7 billion acquisition acquisition by Valeant and New WuXi Life Science Limited (China) and its acquisition of certain products from Abbott Laboratories license agreement with Pharmaceuticals (U.S.) of Omnicare (U.S.) Pharmaceuticals (Canada) subsidiary WuXi Merger Limited (China) Wellcentive (U.S.) (U.S.) and St. Jude Medical (U.S.) Immunomedics (U.S.)
Apr May JUNE JULY aug SEPT OCT NOV Dec Jan FEB Mar APR MAY JUNE july aug Sept OCT NOV Dec JAN FEB Mar 2015 2016 2017
Teva Pharmaceutical Google Life Sciences Concordia Healthcare Cyberonics Dyax Stryker Stemcentrx Impax Laboratories Bayer Praxair Royal Philips Baker Bros. Advisors Industries S&C client Google S&C client Concordia S&C client Cyberonics S&C client Dyax S&C client Stryker S&C client S&C client Impax S&C client S&C client Praxair (U.S.) S&C client Royal Philips S&C client Baker Bros. S&C client Teva Life Sciences (U.S.) Healthcare (Canada) (U.S.) completes its (U.S.) completes (U.S.) completes its Stemcentrx Laboratories (U.S.) Bayer (Germany) announces its $67 billion (Netherlands) announces Advisors (U.S.), the Pharmaceutical announces its formation completes its $1.5 billion merger its $5.9 billion $2.8 billion acquisition (U.S.) completes completes its announces its $66 merger of equals with its participation in a $45 largest shareholder Industries (Israel) as the first of the $3.5 billion acquisition with Sorin (Italy) to acquisition by Shire of Sage Products its $9.8 billion $586 million billion acquisition Linde (Germany) million private placement by in BeiGene (China), announces in its Alphabet companies, of Amdipharm create LivaNova (U.K.) (Ireland) (U.S.) from Madison acquisition by acquisition of generic of Monsanto (U.S.) Corindus Vascular Robotics announces BeiGene’s $50.5 billion proposed Verily Life Sciences Mercury Limited (U.K.) Dearborn Partners AbbVie (U.S.) products from Teva (U.S.) of its common stock joint venture acquisition of Mylan (U.S.), created as a result (U.S.) Pharmaceutical with Guangzhou (U.K.) (later terminated) of Google Inc.’s (U.S.) Industries (Israel) and Development District corporate reorganization affiliates of Allergan to establish biologics (Ireland) facility in 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-profile 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 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.) our experience working with a diverse set of participants in the healthcare and I Pharmasset (U.S.) in its $11 billion acquisition by Gilead Sciences (U.S.) life sciences industry. From representing pharmaceutical, biotechnology and life Royal Philips (Netherlands) in its: sciences companies, to working directly with leading medical information system $1 billion acquisition of Volcano Corporation (U.S.) acquisition of certain key assets of medSage Technologies (U.S.) and technology specialists, as well as healthcare services and providers, Sullivan & $5.1 billion acquisition of Respironics, Inc. (U.S.) Cromwell’s industry experience is vast. Stryker (U.S.) in its $764 million cash offer to acquire all the shares and share options of Trauson Holdings Company (China) Sample Representations of Principals: UnitedHealth Group (U.S.) in its: AbbVie Inc. (U.S.) in its $55 billion withdrawn acquisition of Shire (Ireland). pharmacy care business OptumRx’s (U.S.) $12.8 billion combination with Catamaran Corporation (U.S.) Alcon (Switzerland) and Alcon’s Independent Directors in connection with the sale of Nestlé’s Alcon stake to Novartis $4.9 billion acquisition of Amil articipações (Brazil) (Switzerland) and Novartis’ acquisition of the remaining publicly held minority interest in Alcon for $52.9 billion acquisition of XLHealth (U.S.) AMAG Pharmaceuticals (U.S.) in the proxy fight between AMAG and MSMB Capital (U.S.) Valeant Pharmaceuticals (Canada) in its: Amgen (U.S.) in its: $15.8 billion acquisition of Salix Pharmaceuticals (U.S.) $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.) divesture of all North American commercialization rights to RUCONEST®, including all rights in the US, $1.16 billion acquisition of Micromet (U.S.) Mexico and Canada, to Pharming Group (Netherlands) for an aggregate consideration of up to $125 million $415 million acquisition of deCODE Genetics (Iceland) $55 billion unsolicited offer to acquire Allergan (U.S.) (later terminated) $315 million acquisition of Kai Pharmaceuticals (U.S.) $1.4 billion sale of aesthetic products to Galderma (Switzerland) Baker Bros. Advisors (U.S.) as lead investor in the $100 million purchase of a newly authorized class of Series A-2 $475 million acquisition of PreCision Dermatology (U.S.) Convertible Preferred Shares of BeiGene (China) $2.6 billion acquisition of Medicis (U.S.) Bayer (Germany) in its: $112.5 million acquisition of the business relating to the Visudyne product (U.S.) from QLT (Canada) $14.2 billion acquisition of the consumer care business of Merck (U.S.) acquisition of Eyetech (U.S.) $2.9 billion acquisition of Algeta (Norway) Veritas Capital (U.S.) in its $1.25 billion acquisition of the healthcare business of Thomson Reuters (U.S.) Concordia Healthcare (Canada) in its $1.2 billion acquisition of Covis Pharma (Switzerland) and Covis Injectables (Switzerland) Sample Representations of Financial Advisers: CONMED (U.S.) in its: AmerisourceBergen – Counsel to financial adviser to AmerisourceBergen (U.S.) in its $2.5 billion acquisition of $265 million acquisition of SurgiQuest (U.S.) MWI Veterinary Supply (U.S.) settlement with Voce Capital Management (U.S.) ARIAD Pharmaceuticals – Counsel to financial adviser to ARIAD Pharmaceuticals (U.S.) in its $5.2 billion $22.5 million acquisition of Viking Systems (U.S.) acquisition by Takeda Pharmaceutical Company (Japan) $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 field of sports Auxilium Pharmaceuticals – Counsel to financial adviser to Auxilium Pharmaceuticals (U.S.) in its $635 million medicine, and (ii) an exclusive, worldwide license to MTF’s platelet-rich plasma technology and products acquisition of Actient Holdings (U.S.) Cypress Bioscience (U.S.) in the proxy fight between Cypress and Ramius (U.S.) and Royalty Pharma (U.S.) BioMimetic Therapeutics – Counsel to financial adviser to BioMimetic Therapeutics (U.S.) in its $140 million CVS Caremark (U.S.) in its: business combination with Wright Medical Group (U.S.) 50/50 joint venture with Cardinal Health (U.S.) Covidien – Counsel to financial adviser to Covidien (U.S.) in its $42.9 billion acquisition by Medtronic (U.S.) $2.1 billion acquisition of Coram (U.S.) HealthSouth Corporation – Counsel to financial adviser to HealthSouth Corporation (U.S.) in its $730 million Endo International (Ireland) in its $2.6 billion acquisition of Auxilium Pharmaceuticals (U.S.) acquisition of the operations of Reliant Hospital Partners (U.S.) and affiliated entities Idenix Pharmaceuticals, Inc. (U.S.) in its $3.85 billion acquisition by Merck (U.S.) Hill-Rom Holdings – Counsel to financial adviser to Hill-Rom Holdings (U.S.) $2.1 billion acquisition of Welch Impax Laboratories (U.S.) in its: Allyn (U.S.) $700 million acquisition of Tower Holdings (U.S.) including operating subsidiaries CorePharma (U.S.), Amedra Hyperion Therapeutics – Counsel to financial adviser to Hyperion Therapeutics (U.S.) in its $1.1 billion acquisition Pharmaceuticals (U.S.), and Lineage Therapeutics (U.S.) by Horizon Pharma (Ireland) acquisition of two pharmaceutical products from Actavis (Ireland) Patterson Companies – Counsel to financial adviser to Patterson Companies (U.S.) in its $1.1 billion acquisition of Ipsen Pharma (France) in its global license, development and commercialization agreements for two investigational Animal Health International (U.S.) drugs in late-stage development for hemophilia with its strategic partner, Inspiration Biopharmaceuticals (U.S.) STERIS Corporation – Counsel to financial adviser to STERIS Corporation (U.S.) in its $1.9 billion acquisition of LabCorp (U.S.) in its $6.1 billion acquisition of Covance (U.S.) Synergy Health (U.K.) Medco Health Solutions (U.S.) in its $34.3 billion acquisition by Express Scripts (U.S.) St. Jude Medical – Counsel to financial advisor to St. Jude Medical (U.S.) in its $3.4 billion acquisition of Optimer Pharmaceuticals (U.S.) in its acquisition by Cubist Pharmaceuticals (U.S.) Thoratec (U.S.) Paion (Germany) in the sale of its remaining rights in a Phase III compound called Desmotephlase to H. Lundbeck Tornier – Counsel to financial adviser to Tornier (Netherlands) in its $3.3 billion merger agreement with Wright (Denmark) for $27 million Medical Group (U.S.)
4 5 Healthcare and Life Sciences Practice S&C’s Longstanding History as a Leader in Healthcare M&A
ullivan & Cromwell offers clients comprehensive legal expertise paired with a &C has played a leading role in the consolidation of the healthcare sector, Spractical understanding of commercial reality. Our pragmatic approach and Sadvising on six of the 10 largest healthcare M&A deals to date. multidisciplinary and integrated global practice allow us to provide our healthcare and life sciences clients with a full range of legal services. Clients benefit not only Value Acquirer Target Date from our understanding of the complexities of the industry but also from our ($ millions) market-leading experience and strength in M&A, capital markets, litigation, real Pfizer (U.S.) Warner-Lambert (U.S.) 1999 88,771 estate, tax and intellectual property, where we partner with clients to help them Glaxo Wellcome* (U.K.) SmithKline Beecham (U.K.) 2000 78,775 shape and carry out their strategic goals. Actavis (U.S.) Allergan (Ireland) 2014 66,404
Bayer* (Germany) Monsanto (U.S.) 2016 65,843
Winner, Life Sciences MVP: Sullivan & Cromwell’s Krishna Veeraraghavan Sanofi-Synthelabo (France) Aventis* (France) 2004 65,657 LAW360, NOVEMBER 2016, 2015 Pfizer (U.S.) Wyeth (U.S.) 2009 64,480
Pfizer (U.S.) Pharmacia* (U.S.) 2002 60,704 Winner, Life Sciences MVP: Sullivan & Cromwell’s Matt Hurd LAW360, NOVEMBER 2015 Novartis (Switzerland) Alcon* (Switzerland) 2011 50,955***
Anthem (U.S.) Cigna (U.S.) 2015 49,383
Winner, Life Sciences Group of The Year: Sullivan & Cromwell Medtronic (U.S) Covidien** (U.S) 2014 47,922 LAW360, 2015 Source: Thomson Reuters, February 16, 2017 *Representing the company identified **Representing the financial adviser to the company identified Winner, Life Sciences MVP: Sullivan & Cromwell’s Matt Hurd *** Aggregate value of three-step transaction ultimately consummated in 2011 Law360, December 2014
“In the life sciences and pharmaceuticals space, Keith Pagnani and Industry Sector Experience Matthew Hurd are making a significant impression.” Legal 500 US, 2014 Pharmaceuticals and Life Sciences Health Insurers
Medtech Healthcare Services
Winner, Life Sciences MVP: Sullivan & Cromwell’s Frank Aquila Law360, December 2013
6 7 Practice Contacts
Francis J. Aquila Nader A. Mousavi New York Palo Alto +1-212-558-4048 +1-650-461-5660 [email protected] [email protected]
Garrard Beeney Rita-Anne O’Neill New York Los Angeles +1-212-558-3737 +1-310-712-6698 [email protected] [email protected]
Steven J. Elliott Keith A. Pagnani New York Co-Head Healthcare & Life Sciences +1-212-558-7446 New York [email protected] +1-212-558-4397 [email protected] Matthew M. Friestedt New York Alison S. Ressler +1-212-558-3370 Los Angeles [email protected] +1-310-712-6630 [email protected] Robert J. Giuffra, Jr. New York George J. Sampas +1-212-558-3121 New York [email protected] +1-212-558-4945 [email protected] John L. Hardiman New York Melissa Sawyer +1-212-558-4070 New York [email protected] +1-212-558-4243 [email protected] Matthew G. Hurd Co-Head Healthcare & Life Sciences Karen Patton Seymour New York New York +1-212-558-3122 +1-212-558-3196 [email protected] [email protected]
Stephen M. Kotran Krishna Veeraraghavan New York New York +1-212-558-4963 +1-212-558-7931 [email protected] [email protected]
Eric Krautheimer Los Angeles +1-310-712-6678 [email protected]
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