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A team of lawyers from the Atlanta firm Welch Spell had to log tens of thousands of airplane miles to help a Danish company expand into the still-fertile business of selling penile implants. Since December, a Welch Spell team led by partner Laurance D. Pless represented Coloplast A/S in its agreement to purchase two business lines from Mentor Corp. for $463 million. The transaction was extremely complicated, with more than a dozen lawyers involved on both sides, dealing with a host of issues, Pless said. “I didn’t see much of my family,” Pless said. “There were a lot of 16-hour days.” Welch Spell lawyers held meetings in six cities � Los Angeles, Palo Alto and Santa Barbara in California; London; New York; and Atlanta � on behalf of Coloplast. A maker of products for wound-care and people with incontinence, Coloplast has been a Welch Spell client for more than 20 years, Pless said. In the deal, which still requires approval from some regulatory authorities and labor organizations, Coloplast will acquire the urology and consumer health-care businesses of Santa Barbara, Calif.-based Mentor. Coloplast, based in Humlebaek, Denmark and with North American headquarters in Marietta, will be able to expand its already-wide range of medical products. Mentor, on the other hand, said it is dumping these units because it wants to focus on marketing products to people wanting to improve their appearance � breast implants and liposuction products. When it introduced Viagra in 1998, Pfizer Inc. enjoyed arousing sales of the oral medication for treating erectile dysfunction. Since then, Viagra’s sales have deflated. In 2005, U.S. sales of Viagra dropped below $1 billion for the second year in a row, according to the Chicago Tribune. But the business of selling penile implants is hardly impotent in the face of this competition, growing 14 percent from 2004 to 2005, according to Mentor’s annual report issued last July. Such improvement is an indication “the business has recovered nicely from the disruptive impact of the launch of new oral erectile dysfunction medications in late 2003,” the annual report said. Last year Mentor introduced a new product for men with erectile-dysfunction issues, Genesis, a penis prothesis that can expand and contract. In addition to penile implants, Coloplast will be acquiring an extensive collection of other health care products. Mentor also makes a wide range of catheters for men and women with incontinence problems; treatments for prostate cancer; and ObTape, a sling installed through surgery that helps women control urine leakage, which is often an effect of childbirth. In total the businesses that Coloplast is acquiring account for about half of Mentor’s total sales of $483 million, according to SEC filings. Coloplast’s urology business generated $129.3 million in revenue in the fiscal year that ended Mar. 31, 2005; the clinical health care unit had $102.4 million. In addition to Pless, six other Welch Spell partners advised Coloplast on the transaction: James A. Tramonte advised on tax issues; Robert A. Sauro and L. Penn Spell Jr. on corporate issues; William F. Welch on employment issues; Joe G. Davis Jr. on real estate; Ronald D. Reemsnyder on insurance and product liability issues; and staff attorney James E. Honkisz on antitrust issues. Steven M. Mills of Mills & Moss in Lawrenceville advised Coloplast on environmental issues. Barth X. deRosa, a partner at Washington-based Stevens Davis Miller Mosher, advised Coloplast on intellectual-property issues. Wilson Sonsini Goodrich & Rosati of Palo Alto, Calif. advised Mentor, led by partner Bradley L. Finkelstein. The general counsel of both companies also worked on the deal�Peter Volkers of Coloplast and Christopher A. Fawzy of Mentor. Mentor received financial advice from Citigroup Inc.’s Citibank, which conducted the auction that Coloplast won. Coloplast’s offer for the Mentor businesses is “irrevocable,” a condition required by the French Works Councils, which must approve the transaction. The French group must sign off on the deal because Mentor owns a plant in France where it employs more than 300 people. Coloplast and Mentor intend to close the deal by June 1. Staff Reporter Andy Peters can be reached at [email protected]

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