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To satisfy its sweet tooth, Cadbury Schweppes plc will have to settle for gum instead of chocolate. The London-based beverage manufacturer failed in its September 2002 bid to buy Hershey Foods Corporation, but ended the year by capturing the Adams confectionery unit from pharmaceutical giant Pfizer Inc. Cadbury will pay $4.2 billion in cash to Pfizer for Adams, the manufacturer of Halls cough drops, Clorets breath mints, and the Trident, Chiclets, and Bubblicious gum brands. The deal will make Cadbury the second-largest maker of chewing gum, with a 26 percent share of the world market. New York — based Pfizer is selling the Adams unit as part of a continuing refocus on its core drug business. Last July Pfizer agreed to buy Pharmacia Corporation for $55 billion in stock, a transaction expected to close in the first quarter of this year [Big Deals, September 2002]. Pfizer announced in January that it would sell its Schick-Wilkinson Sword shaving products unit to Energizer Holdings, Inc., for $930 million. For acquiror Cadbury Schweppes plc (London) In-house: Legal director and general counsel for the Americas Bruce Futterer, chief legal officer Michael Clark, general counsel in Canada for Cadbury Schweppes Shari Hosaki, general counsel for Snapple Beverages Group Gary Lyons, assistant general counsel for Dr Pepper/Seven Up, Inc., Cynthia Dow, vice president and intellectual property counsel for Cadbury Schweppes in the Americas Daniel Chung, and senior attorney for Mott’s Inc. David Wexler. (Hosaki is in the company’s Toronto office; Lyons is in New York; Dow is in Dallas; and Chung and Wexler are in Stamford, Connecticut.) Shearman & Sterling (New York): M&A: Creighton Condon, Lee Edwards, counsel Kenneth Gerasimovich, Emery Mitchell, Chuanjie Zhou, and associates Christopher Barbuto, Tobia Croff, Hai Huang, Xiao Jiang, Daniel Litowitz, Andrew Noreuil, Tatziana Paraguacuto-Maheo, Robin Smith, and William Woo. Antitrust: Christopher Bright, Wayne Collins, and associates Kate Currie, Lisl Dunlop, and I. Kelly Karapetyan. Executive compensation and employee benefits: Henry Blackiston III and associates Erika Foster, Mary Fragola, and Ana Vazquez-Ubarri. Intellectual property and litigation: David Klein and associates Daniel Glazer, Chad Yohn, and Keum Yoon. Real estate: John Opar, Jr., and associates Todd Jacobs, Meghan O’Reilly, Jason Pratt, Jeffrey Salinger, and Bernard Weintraub. Tax: Bernie Pistillo, Jr., counsel David Mittelstadt, and associates Suzette Batista and Angelina Fisher. (Edwards and Huang are in the firm’s Beijing office; Mitchell is in San Francisco; Zhou is in Hong Kong; and Litowitz, Bright, Currie, Pistillo, and Batista are in London.) Shearman has represented Schweppes for several years. Slaughter and May (London): Corporate: Tim Boxell and associate Celia Gough. Antitrust: William Sibree. The firm regularly advises Cadbury. For seller Pfizer Inc. (New York) In-house: Senior vice president and general counsel Jeffrey Kindler and special legal adviser David Reid. Antitrust: assistant general counsel Kent Bernard and corporate counsel Marc Brotman. Consumer division: assistant general counsel Beth Levine, senior corporate counsel Martin Teicher, and corporate counsel Elena Adolphus and Michelle Johnson-Lewis. Corporate: senior corporate counsel Robert Bennett and corporate counsel Sally Park. Employment law: corporate counsel Jeffrey Williams. Environmental: senior corporate counsel Alan Zetterberg, assistant general counsel Carol Casazza, and attorney Matthew Garamone. Litigation: senior corporate counsel Lisa Brenner. Patent: assistant general counsel Evan Federman and senior counsel Linda Vag. Pharmaceuticals: senior corporate counsel Arnold Friede. Regulatory: corporate counsel David Smith. Tax: counsel Charles Borgman, Thomas Duthie, and Carl Lerner. Trademark: counsel Warren Zeserman. (Kindler, Reid, Levine, Johnson-Lewis, and Park were the principal in-house lawyers on the deal.) Cadwalader, Wickersham & Taft (New York): Corporate: Louis Bevilacqua, Dennis Block, and associates Scott Adler, Michael Arouh, Jarrett Braterman, Derrick Champagne, David Cielusniak, Maria Guerra, Alexandra Hill, Joseph Inzerillo, Gideon Moore, Margaret O’Shea, Victor Waingort, and Mark Yourous. Tax: Linda Swartz, special counsel Rolf Zaiss, and associate Alexander Anderson. Environmental: senior attorney Jonathan Stone. (Stone is in Washington, D.C.) Pfizer has retained Block since the attorney was a partner at Weil, Gotshal & Manges (Block joined Cadwalader in 1998). The company has turned to Cadwalader for its ongoing purchase of Pharmacia Corporation, as well as its 2000 purchase of Warner-Lambert Company. Outlook The deal is expected to close by the end of this month, pending shareholder and regulatory approval. — David Marcus

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