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 New WuXi Life Science Verily Life Sciences S&C client Ally Bridge Group Capital Partners (Hong Kong), as leader Teva Pharmaceutical Industries S&C client Verily of the consortium, completes its investment and the consortium’s S&C client Teva Pharmaceutical Life Sciences (U.S.), beneficial ownership of New WuXi Life Science resulting from the Industries (Israel) completes its an Alphabet (U.S.) merger between WuXi PharmaTech (Cayman) and New WuXi Life company, announces Baker Bros. Advisors $40.5 billion acquisition of Allergan Science Limited (China) and its subsidiary WuXi Merger Limited (China) its partnership with S&C client Baker Bros. Advisors Generics (Ireland) Temasek (Singapore) (U.S.) announces their funds role Synageva Sprout Astellas Pharma Terumo Corporation as lead investor, along with several BioPharma Corp. CVS Health Pharmaceuticals S&C advises client S&C client Terumo co-investors, in the $100 million S&C client Synageva S&C client CVS S&C client Sprout Dyax Stryker Royal Philips Astellas Pharma (Japan) Corporation (Japan) purchase of a newly authorized class BioPharma (U.S.) Health (U.S.) Pharmaceuticals (U.S.) S&C client Dyax S&C client Stryker (U.S.) S&C client Royal in connection with announces its $1.12 billion of Series A-2 Convertible Preferred completes its completes its completes its $1 billion (U.S.) completes completes its $2.8 billion Philips (Netherlands) Pfizer’s (U.S.) acquisition of certain Shares of BeiGene (China), collectively $8.4 billion $12.7 billion acquisition by Valeant its $5.9 billion acquisition of Sage Products completes its $14 billion merger products from Abbott representing 23.55% of BeiGene’s total acquisition by Alexion acquisition of Pharmaceuticals acquisition by (U.S.) from Madison Dearborn acquisition of agreement with Laboratories (U.S.) and capital shares on a fully diluted basis Pharmaceuticals (U.S.) Omnicare (U.S.) (Canada) Shire (Ireland) Partners (U.S.) Wellcentive (U.S.) Medivation (U.S.) St. Jude Medical (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 2015 2016 2017 Valeant Teva Pharmaceutical Google Life Sciences Concordia Healthcare Cyberonics Stemcentrx Impax Laboratories Bayer Praxair Seattle Genetics Pharmaceuticals Industries S&C client Google S&C client Concordia S&C client Cyberonics S&C client Stemcentrx S&C client Impax S&C client S&C client S&C client Seattle S&C client Valeant S&C client Teva Life Sciences (U.S.) Healthcare (Canada) (U.S.) completes its (U.S.) completes its Laboratories (U.S.) Bayer (Germany) Praxair (U.S.) Genetics (U.S.) Pharmaceuticals Pharmaceutical announces its formation completes its $1.5 billion merger $9.8 billion acquisition by completes its announces its $66 announces its $67 announces its (Canada) completes Industries (Israel) as the first of the $3.5 billion acquisition with Sorin (Italy) to AbbVie (U.S.) $586 million acquisition billion acquisition of billion merger of development its $15.8 billion announces in its Alphabet companies, of Amdipharm Mercury create LivaNova (U.K.) of generic products from Monsanto (U.S.) equals with Linde and license acquisition of Salix $50.5 billion proposed Verily Life Sciences Limited (U.K.) Teva Pharmaceutical (Germany) agreement with Pharmaceuticals (U.S.) acquisition of Mylan (U.S.), created as a result Industries (Israel) and Immunomedics (U.K.) (later terminated) of Google Inc.’s (U.S.) affiliates of Allergan (U.S.) corporate reorganization (Ireland) 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 Paion (Germany) in the sale of its remaining rights in a Phase III compound called Desmotephlase to H. Lundbeck (Denmark) for $27 million our experience working with a diverse set of participants in the healthcare and I Perrigo Company (U.S.) in its $8.6 billion acquisition of Elan Pharmaceuticals (Ireland) life sciences industry. From representing pharmaceutical, biotechnology and life Pershing Square (U.S.) in its investment in Zoetis (U.S.) sciences companies, to working directly with leading medical information system Pharmasset (U.S.) in its $11 billion acquisition by Gilead Sciences (U.S.) Philips (Netherlands) in its: and technology specialists, as well as healthcare services and providers, Sullivan & $1 billion acquisition of Volcano Corporation (U.S.) Cromwell’s industry experience is vast. acquisition of certain key assets of medSage Technologies (U.S.) $5.1 billion acquisition of Respironics, Inc. (U.S.) SAMPLE REPRESENTATIONS OF PRINCIPALS: Stryker (U.S.) in its $764 million cash offer to acquire all the shares and share options of Trauson Holdings AbbVie Inc. (U.S.) in its $55 billion withdrawn acquisition of Shire (Ireland). Company (China) Alcon (Switzerland) and Alcon’s Independent Directors in connection with the sale of Nestlé’s Alcon UnitedHealth Group (U.S.) in its: stake to Novartis (Switzerland) and Novartis’ acquisition of the remaining publicly held minority pharmacy care business OptumRx’s (U.S.) $12.8 billion combination with Catamaran Corporation interest in Alcon for $52.9 billion (U.S.) AMAG Pharmaceuticals (U.S.) in the proxy fight between AMAG and MSMB Capital (U.S.) $4.9 billion acquisition of Amil articipações (Brazil) Amgen (U.S.) in its: acquisition of XLHealth (U.S.) $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.) Valeant Pharmaceuticals (Canada) in its: $1.16 billion acquisition of Micromet (U.S.) divesture of all North American commercialization rights to RUCONEST®, including all rights in the $415 million acquisition of deCODE Genetics (Iceland) US, Mexico and Canada, to Pharming Group (Netherlands) for an aggregate consideration of up to $315 million acquisition of Kai Pharmaceuticals (U.S.) $125 million Bayer (Germany) in its: $55 billion unsolicited offer to acquire Allergan (U.S.) (later terminated) $14.2 billion acquisition of the consumer care business of Merck (U.S.) $1.4 billion sale of aesthetic products to Galderma (Switzerland) $2.9 billion acquisition of Algeta (Norway) $475 million acquisition of PreCision Dermatology (U.S.) Concordia Healthcare (Canada) in its $1.2 billion acquisition of Covis Pharma (Switzerland) and Covis $2.6 billion acquisition of Medicis (U.S.) Injectables (Switzerland) $112.5 million acquisition of the business relating to the Visudyne product (U.S.) from QLT (Canada) CONMED (U.S.) in its: acquisition of Eyetech (U.S.) $265 million acquisition of SurgiQuest (U.S.) Veritas Capital (U.S.) in its $1.25 billion acquisition of the healthcare business of Thomson Reuters (U.S.) settlement with Voce Capital Management (U.S.) SAMPLE REPRESENTATIONS OF FINANCIAL ADVISERS: $22.5 million acquisition of Viking Systems (U.S.) AmerisourceBergen – Counsel to financial adviser to AmerisourceBergen (U.S.) in its $2.5 billion acquisition