The week kicked off Monday with a large dose of transaction activity in the pharmaceutical industry, led by Bayer HealthCare’s announcement that it has agreed to acquire Mountain View, California–based Conceptus for $1.1 billion.
Sullivan & Cromwell is serving as Bayer’s lead legal adviser on the deal and also landed a role in a second drug-industry acquisition announced Monday: Auxilium Pharmaceuticals purchase of urology-focused drug company Actient Holdings for $585 million. The two deals were announced the same day The New York Times reported that merger talks between frequent S&C client Valeant Pharmaceuticals and Actavis had fallen apart a week after reports of a possible $13 billion deal between those two companies surfaced.
For its part, German pharmaceutical giant Bayer said Monday that its subsidiary, Bayer HealthCare, has agreed pay $31 in cash for each share of Conceptus, which manufactures nonsurgical female sterilization devices. The target company’s flagship product is Essure, a permanent birth control option that functions as an alternative to surgery. Since winning Food and Drug Administration approval in 2002, Essure has been used by more than 700,000 women, according to the deal announcement.
Bayer says that adding Essure to its current stable of contraceptive products will allow the company to offer "a complete range of short-term, long-term, and permanent contraceptive choices for women." Bayer’s current contraceptive offerings include birth control pills Yaz and Natazia, among others. (Earlier this month, sibling publication The Am Law Litigation Daily reported that Bayer’s appeal of a federal court decision that sided with three generic drug companies—including Actavis—and invalidated Bayer’s patent on Yaz.)
Latham & Watkins is advising Conceptus on the deal with a Silicon Valley–based corporate team that includes partners Michael Hall, Peter Kerman, Josh Dubofsky, and Robert Phillips. Tax partners Kirt Switzer and Grace Chen are also advising, along with benefits and compensation partner James Metz, technology transactions partner J.D. Marple, health care partner John Manthei, and capital markets partner Gregory Rodgers. Partners Karen Silverman and Joshua Holian are advising on antitrust matters. The Latham associates working on the matter are Una Au, Mark Bekheit, Julie Crisp, Elizabeth Richards, and Stephanie Wells.
Conceptus has turned to Latham in the past, including for various public share offerings and the exchange of $50 million of convertible notes in 2011. Julie Brooks serves as Conceptus’s general counsel.
In addition to S&C, Bayer has also enlisted frequent antitrust counsel Jones Day to advise on antitrust matters related to the Conceptus purchase, according to a source close to the transaction. A Jones Day spokesman did not respond to The Am Law Daily‘s request for comment.
Both S&C and Jones Day advised Bayer on its ultimately abandoned $1.2 billion offer to take over Schiff Nutrition International. Bayer and Schiff reached an agreement last October, only to see Reckitt Benckiser Group outbid the German company with a $1.4 billion offer a month later.
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