Global generic drug and specialty pharmaceuticals maker Mylan has turned to a trio of firms for counsel on its $1.6 billion cash acquisition of Indian generic injectable drug manufacturer Agila Specialties from parent Strides Arcolab.
Mylan is currently the world’s fourth-largest producer of prescription generic drugs. The suburban Pittsburgh-based company states in a press release announcing the deal that purchasing Agila will help it increase its offerings of injectable drugs and expand into emerging markets such as Brazil and India.
A cross-border team of lawyers from Skadden, Arps, Slate, Meagher & Flom led by M&A partners Marie Gibson, Eric Cochran, and Lorenzo Corte, global tax head Hal Hicks and European tax practice head Tim Sanders, IP and technology partner Matthew Zisk, executive compensation and benefits partner Erica Schohn, labor and employment partner David Schwartz, and corporate counsel Paul Doris are advising Mylan on the Agila acquisition.
Skadden has handled a variety of matters for Mylan in the past, including advising on the company’s ill-fated $4 billion bid to buy King Pharmaceuticals in 2004, a move that was later scuttled by activist investor Carl Icahn. (Pfizer eventually bought King for $3.6 billion in 2010.)
Skadden and Indian firm Luthra & Luthra advised Mylan in 2006 on its $736 million acquisition of Hyderabad-based generic drug maker Matrix Laboratories, a transaction that helped the company gain a presence on the Indian subcontinent. The following year, Mylan tapped Cravath, Swaine & Moore for counsel on its $6.7 billion purchase of the generics unit of German chemical company Merck, advised on the deal by Skadden. The combined transactions helped make Mylan one of the world’s top generic drug producers.
Robert Cindrich, a former federal judge and ex-Skadden partner, is an independent member of Mylan’s board of directors. Cindrich, who also once served as U.S. attorney for the Western District of Pennsylvania, spent a decade on the federal bench before stepping down in 2004 to become the chief legal officer for the University of Pittsburgh Medical Center in 2004.
Cindrich resigned from that position in 2010 and was replaced by Reed Smith partner Walter McGough Jr., according to a story at the time by sibling publication The Legal Intelligencer. Cindrich received $255,920 in compensation from Mylan in 2011, according to Forbes.
In an SEC filing announcing the acquisition of Agila, Mylan states it could pay another $250 million to Strides based on "certain conditions." Mylan itself will take out a $1 billion term loan from Morgan Stanley, but would not incur any debt as part of the transaction. Joseph Haggerty serves as Mylan’s general counsel, having assumed the role in 2007 from predecessor Stuart Williams, who is now a partner at Wilson Sonsini Goodrich & Rosati in New York.
For its part, Agila, which is owned by Bangalore-based Strides, has turned to a team of lawyers from Herbert Smith Freehills, Haynes and Boone, and firms in Brazil and India for counsel on the sale.
Herbert Smith M&A partner Alan Montgomery in London is leading a team from the firm serving as international counsel to Strides on the sale of its subsidiary, according to sibling publication The Asian Lawyer. Herbert Smith and Montgomery took the lead last year for Strides on the $393 million sale of its Australian and Southeast Asian generic drug unit Ascent Pharmahealth to Watson Pharmaceuticals.
Indian firm DSK Legal also advised Strides on the Ascent sale along with Aussie firm Middletons, whose merger talks last year with K&L Gates eventually led the two firms to combine on January 1. DSK is now serving as local counsel to Strides on the sale of Agila, along with Brazil’s Pinheiro Neto Advogados, according to The Deal.
Haynes and Boone IP partner Jeff Wolfson, litigation partner Louis Solomon, investment funds practice cochair Vicki Martin-Odette, corporate partner Eric Williams, corporate counsel Jennifer Wisinski, IP of counsel Evert Tu, and associates Alexander Grishman and Christopher Perez are also representing Strides on the deal.
M.R. Umarji, a chief legal adviser to the Indian Banks Association, serves as an independent nonexecutive director for Strides. The company’s sale of Agila to Mylan is expected to close in the fourth quarter of this year.