Already an active player in what has been a robust health care M&A market lately, Canadian health care company Valeant Pharmaceuticals International Inc. closed out the Labor Day weekend Monday by announcing its latest acquisition: a $2.6 billion deal for skin care company Medicis Pharmaceutical Corporation.
The New York Times notes that should it close, the Medicis deal will be the 11th acquisition that Mississauga, Ontario–based Valeant has announced in 2012. The company’s other deals this year include March’s $180 million acquisition of Russian cold remedy company Natur Produkt.
Acquiring Medicis, which makes dermatological products to treat conditions such as acne and wrinkles, would strengthen Valeant’s position in the skin care market. Combined, the companies’ dermatology and aesthetics businesses are expected to generate $1.7 billion in net revenue this year, and the deal is expected to create $225 million in annual cost savings within six months of closing, according to the announcement.
Under the terms of its agreement with Scottsdale, Arizona–based Medicis, Valeant will pay $44 in cash for each Medicis share, a 39 percent premium over the target’s Friday closing price. The deal is expected to close in the first half of 2013, pending the approval of regulators and Medicis shareholders.
Sullivan & Cromwell and Skadden, Arps, Slate, Meagher & Flom are advising Valeant on the transaction. Both firms were involved in the $3.2 billion merger between Valeant and Biovail Corporation in 2010, with S&C advising Biovail’s board and Skadden working on the Valeant side. S&C advised Valeant on its failed $5.7 billion offer for U.S. drug maker Cephalon, while Skadden represented the target amid a sale process that Teva Pharmaceuticals ultimately won with $6.8 billion bid.
The S&C team working on the Medicis deal is being led by Los Angeles M&A partner Alison Ressler, who played the same role on both the Biovail and Cephalon matters. Corporate partner Sarah Payne, compensation and benefits partner Matthew Friestedt, antitrust partner Yvonne Quinn, financing partner Neal McKnight, and tax partner Ronald Creamer Jr. are also advising on the Medicis transaction.
For Skadden, M&A partner Stephen Arcano and banking partner Robert Copen, both in New York, are leading the way.
Former Gibson, Dunn & Crutcher attorney Robert Chai-Onn is Valeant’s general counsel.
Medicis is being represented by Latham & Watkins and Weil, Gotshal & Manges. Latham corporate partners Charles Ruck, Wesley Holmes, and Joshua Dubofsky are leading that firm’s team, with antitrust partner Michael Egge, benefits and compensation partner James Barrall, regulatory partner John Manthei, intellectual property partner Judith Hasko, environmental partner Christopher Norton, and tax partner Nicholas DeNovio also advising. Partners David Schindler and Michele Johnson are providing litigation advice.
Weil’s team includes M&A partners Michael Aiello and Matthew Gilroy, as well as antitrust partners Ann Malester, Steven Newborn, and Steven Bernstein. Intellectual property partner Jeffery Osterman, benefits partner Steven Margolis, and litigation partner Greg Danilow are also advising. Partners Kenneth Heitner and Chayim Neubort are providing tax advice.
Seth Rodner is chief legal officer for Medicis.