Pharmaceutical M&A Taps Major Firms

Pharmaceutical M&A got a late-year shot in the arm, with nearly $10 billion in deals being announced involving major industry players like AstraZeneca and Bayer as 2013 came to a close.

In the largest pharma deal this month, AstraZeneca has agreed to pay up to $4.1 billion to Bristol-Myers Squibb for a stake in an alliance to jointly develop diabetes drugs. The terms call for AstraZeneca to pay $2.7 billion up front, with the ultimate value of the deal potential rising to $4.1 billion once certain regulatory and royalty benchmarks are met.

Covington & Burling is advising AstraZeneca. Partner Catherine Dargan, who is based in Washington and cochairs the firm’s M&A practice, is leading a team drawn from Washington, Brussels, London and San Francisco that includes corporate and life sciences transactions partners Stephen Infante and Amy Toro; corporate and life sciences of counsel Edward Dixon; IP and life sciences partner Lucinda Osborne; antitrust vice chair James Dean Jr.; antitrust partner Miranda Cole; regulatory partners Michael Labson and Grant Castle; labor and employment partners Christopher Walter and Robert Newman; corporate special counsel Scott Roades; and associates Larry Bartenev, Robin Blaney, Sarah Griffiths, Magdalina Gugucheva, Christopher Hartsfield, Bud Jerke, James Toy and James Wawrzyniak Jr.

Davis Polk & Wardwell tax partners Neil Barr in New York and Jonathan Cooklin in London are serving as U.S. and U.K. tax counsel to AstraZeneca. Assisting are tax counsel Gregory Hannibal and associate Isaac MacDonald in New York and associate Dominic Foulkes in London.

Jeffrey Pott has served as AstraZeneca’s general counsel since 2009.

New York-based Bristol-Myers has turned to Kirkland & Ellis. Kirkland corporate partners Sean Rodgers and Joshua Zachariah are leading a team that includes corporate partners David Fox, Daniel Wolf, Patrick Huard associates Patrick Jacobs and Danielle Quinn. All are in New York except Huard and Quinn, who are in San Francisco.

Sandra Leung is Bristol-Myers’ general counsel.

Fried, Frank, Harris, Shriver & Jacobson corporate partner Philip Richter, who is based in New York, is serving as counsel to Goldman Sachs in its role as financial adviser to Bristol-Myers.

Kirkland’s transactional practice has been busy in recent weeks on another medical industry deal. Partners Fox and Wolf advised Israeli medical technology company Given Imaging on its $860 million sale to Irish medical devices manufacturer Covidien. The deal will bolster Covidien’s gastrointestinal diagnostics business. Other Kirkland lawyers advising Given Imaging include M&A partner Yi Claire Sheng, tax partner Scott Price, antitrust partner Mark Kovner and associate Daniel Tavakoli. All are in New York.

Ido Warshavski serves as Given Imaging’s general counsel.

Covidien, whose general counsel is John Masterson, turned to Israeli firm Meitar Liquornik Geva Leshem Tal for outside counsel. The deal is expected to close by March.

German drug giant Bayer is buying Oslo-based cancer drug-maker Algenta for $2.9 billion. The two companies have spent the past four years jointly developing prostate cancer treatment drug Xofigo, which was approved by the FDA earlier this year.

Sullivan & Cromwell M&A partner Matthew Hurd and associate Zachary Jacobs, both in New York, are advising Bayer. The company, a longtime S&C client, raised its bid this month from a $2.4 billion offer last month. Algenta’s board has unanimously recommended that shareholders approve the offer. The deal should be finalized by the first quarter of 2014.

Skadden, Arps, Slate Meagher & Flom teamed with Norwegian firm Wikborg Rein & Co. to advise Algeta. The Skadden deal team was not available.

In a separate deal, Skadden has also snagged a key role along with Italian firm Gianni, Origoni, Grippo, Cappelli & Partners advising Como, Italy-based rare disease drug developer Gentium on its $1 billion sale to Irish drug maker Jazz Pharmaceuticals. Skadden’s complete deal team was unavailable.

Jazz, itself a potential takeover target due to Ireland’s lower tax rates, is being advised by a team of outside lawyers led by Weil, Gotshal & Manges and Italian firm Gattai, Minoli & Partners.

Weil M&A partner Keith Flaum is leading a team advising Jazz on its proposed purchase. Additional lawyers are M&A partners Jane Ross and James Griffin; M&A associates Amy Reed and Tyler Tassin; and securities associates Rebecca Grapsas, Ade Heyliger, Megan Pendleton and Mandy Price. Pendleton and Grapsas are in New York, while the rest are in the Silicon Valley office.

Suzanne Hooper serves as Jazz’s general counsel.

Yet another pharmaceutical deal announced this month involves the sale of PharMEDium Services LLC, a pharmacy compounding services company owned by venture capital firm Oak Investment Partners, to private equity firm Clayton, Dubilier & Rice. While terms of the transaction were not disclosed, Reuters reported in November that PharMEDium was in discussions to sell itself for close to $1 billion.

Debevoise & Plimpton is advising longtime client CDR on the acquisition, while PharMEDium has turned to K&L Gates.

The Debevoise team is led by M&A partner Kevin Rinker and also includes finance partner Jeffrey Ross, tax partner Peter Schuur, executive compensation partner Jonathan Lewis, corporate counsel Brandon Gruner, and associates Alexandru Mocanu, Christopher Anthony, Nick Kaluk, Matthew Auten, Matthew Delja, Amy Adams, Daniel Priest and Jill Greenfield. All are in New York.

The names of K&L Gates attorneys on the deal were not available.

Oak Investment’s in-house head of legal affairs is Craig Lang.