Baxter International, one of the world’s largest makers of health care products, has agreed to buy Swedish medical equipment manufacturer Gambro for about $2.8 billion in a deal with a total value of about $4 billion after factoring in assumed debt.
The Gambro acquisition is Baxter’s largest ever, according to Bloomberg, and will bolster a Baxter kidney equipment unit that provides dialysis machines and treatments to hospitals and other medical facilities.
For legal counsel on the transaction, Baxter turned to a Kirkland & Ellis team led by Chicago-based corporate partners R. Scott Falk and Roger Rhoten. Kirkland is a longtime legal adviser to Baxter. Among the recent matters the firm has handled for the Deerfield, Illinois–based company: its $325 million acquisition of Synovis Life Technologies in December 2011.
Kirkland has played a role in helping Baxter spin off various units over the years, including Deerfield-based medical diagnostics machinery maker Dade Behring, which was sold to German conglomerate Siemens for nearly $7 billion in 2007. Kirkland represented Dade Behring on that transaction. (The firm also advised Chicago-based private equity firm Linden Capital Partners this week on its $314 million acquisition of dental equipment manufacturer Young Innovations.)
Swedish firm Vinge is serving as local counsel to Baxter on its bid for Gambro through corporate partner Johan Winnerblad in Stockholm. Jones Day partner Michael Sennett in Chicago is serving as antitrust counsel to Baxter, whose general counsel is David ScharfLatham & Watkins corporate partner and strategic client initiative chair Charles Ruck in Costa Mesa, California, and M&A cochair M. Adel Aslani-Far in New York are advising JPMorgan Chase, which is serving as financial adviser to Baxter on the deal.
Magic Circle firm Linklaters, which as  reported here made official this week an alliance with South African firm Webber Wentzel, is advising Gambro’s Swedish private equity owners EQT Partners and Investor AB on the sale of their Stockholm-based portfolio company. Linklaters also advised another European private equity firm, London-based Bridgepoint Capital, on its roughly $820 million acquisition of Gambro Healthcare in 2007.
Roger Johnson, head of the private equity group in the Nordic region at Linklaters, has taken the lead advising on the proposed sale of Gambro to Baxter. Petra Hedengran serves as general counsel and head of corporate governance and compliance at Investor AB, while Lena Almefelt was named EQT’s general counsel earlier this year.
Gambro turned to Shearman & Sterling last year for counsel on the $2.6 billion sale of its CaridianBCT unit to Japanese medical device manufacturer Terumo, according to our previous reports. Shearman also handled Gambro’s $3 billion sale of its U.S. dialysis clinics to DaVita in 2004 and the $4.9 billion sale of Gambro itself to an entity backed by EQT and Investor AB in 2006.
Regulatory filings in the United States and Sweden in connection with Gambro’s going-private sale in 2006 show that Shearman advised Gambro along with Swedish firm Gernandt & Danielsson. Lawyers from Davis Polk & Wardwell, McKenna Long & Aldridge, Morgan, Lewis & Bockius, and Vinge advised the private equity investors on the deal, according to an EQT offering document.
As for Baxter’s acquisition of Gambro, the sale is expected to close in the first half of 2013, pending regulatory approvals and other customary closing conditions.