2016- Johnson & Johnson Office in North America. from Flickr (Flickr)
In a move to bolster its offerings of rare disease treatments, Johnson & Johnson announced on Jan. 26 the largest deal in its history with a proposed $30 billion buy of Swiss biotechnology company Actelion Ltd.
The all-cash deal gives the world’s largest health care company access to Actelion’s lucrative medications for high blood pressure, pulmonary arterial hypertension and other rare conditions.
After months of negotiations, Johnson & Johnson walked away from talks with Actelion in mid-December, only to restart them a few days later, according to The New York Times. The deal will see suburban Basel-based Actelion spin off its early-stage clinical development and drug research assets into a new biopharmaceutical company in Switzerland. Johnson & Johnson will own a 16 percent stake in the new company.
Philipp Haas and Ulysses von Salis, partners with leading Swiss firm Niederer Kraft & Frey, took the lead for Actelion on the deal, according to sibling publication Legal Week. The sale of the company, which has entertained various suitors over the years, will make its co-founders Jean-Paul and Martine Clozer billionaires. Actelion’s general counsel is Marian Borovsky.
Slaughter and May corporate partners Simon Nicholls and David Johnson in London are heading up the Magic Circle contingent for Actelion, which is also being advised by Wachtell, Lipton, Rosen & Katz cochairman Daniel Neff and corporate partner Gregory Ostling in New York.
Johnson & Johnson has turned to Cravath, Swaine & Moore’s North America M&A head Robert Townsend and corporate partner Damien Zoubek to handle its bid for Actelion. Townsend is a longtime legal adviser to the New Brunswick, New Jersey-based acquirer, having handled Johnson & Johnson’s $21.3 billion buy of Synthes Inc. in 2011 and sale of the company’s animal health business that same year. Johnson & Johnson’s general counsel is Michael Ullmann.
Freshfields Bruckhaus Deringer is serving as antitrust counsel to Johnson & Johnson through partners Paul Yde and Mary Lehner in Washington, D.C., and Alan Ryan and Rafique Bachour in Brussels. Freshfields counsel Kaori Yamada in Tokyo and Alexander Viktorov in Moscow are also working on the matter. Swiss firm Homburger and Sexton Riley—a Boston-based life sciences boutique formed two years ago by two former Ropes & Gray lawyers—are also representing Johnson & Johnson on the transaction, which is expected to close in the second quarter of 2017.
In other M&A news …
AltaGas Ltd. / WGL Holdings Inc.
Canadian energy infrastructure company AltaGas announced on Jan. 25 its $6.42 billion buy of Washington, D.C.-based WGL, a proposed deal that Bloomberg reports will see the Calgary-based acquirer absorb a utility that supplies natural gas to the White House. The transaction, not expected to close until the second quarter of 2018, expands AltaGas’ reach into oil and gas markets in the U.S., where the company already owns natural gas distributors and power plants.
Legal Advisers: Vinson & Elkins and Stikeman Elliot for AltaGas; Kirkland & Ellis and Covington & Burling for WGL; Cleary Gottlieb Steen & Hamilton for The Goldman Sachs Group Inc. as financial adviser to WGL
Tesco plc / Booker Group plc
The U.K.’s largest supermarket chain, suburban London-based Tesco, announced on Jan. 27 that it would merge with Booker, the country’s biggest wholesale food retailer, in a $4.6 billion deal. The combination, as noted by Legal Week, will create a leading food business in the U.K., one that could catch the eye of British competition watchdogs.
Legal Advisers: Freshfields for Tesco; Macfarlanes for Greenhill & Co. as financial adviser to Tesco; Clifford Chance for Booker
Cisco Systems Inc. / AppDynamics Inc.
San Jose, California-based software giant Cisco announced on Jan. 24 one of its largest deals in recent years with its $3.7 billion acquisition of San Francisco-based AppDynamics. The deal, expected to close in the third quarter of this year, came one day before an initial public offering planned by AppDynamics. Securities filings by the software maker show that Wilson Sonsini Goodrich & Rosati and Goodwin Procter had roles on the listing, which would have generated $2.15 million in legal fees and expenses.
Legal Advisers: Fenwick & West for Cisco; Wilson Sonsini for AppDynamics
Pinnacle Financial Partners Inc. / BNC Bancorp
Nashville-based Pinnacle, the holding company for Tennessee’s Pinnacle Bank, said on Jan. 22 that it would buy BNC Bancorp, the holding company for the Bank of North Carolina, in a $1.9 billion all-stock deal. The transaction will expand Pinnacle’s reach throughout the Carolinas and Virginia. High Point, North Carolina-based BNC has itself been a frequent acquirer of community banks since 2009. The deal is expected to close in the third quarter of 2017.
Legal Advisers: Bass, Berry & Sims for Pinnacle; Wachtell and Troutman Sanders for BNC
Targa Resources Corp. / Outrigger Energy LLC
Houston-based Targa said on Jan. 25 that it would acquire the assets of oil and gas transporter and processor Outrigger from Boston-based buyout firm Denham Capital Management LP. Targa will make an initial $565 million payment in cash with a later consideration of up to $1.49 billion for Dallas-based Outrigger’s holdings in the Permian Basin, according to sibling publication Texas Lawyer. The deal is expected to close in the first quarter of 2017.
Legal Advisers: Locke Lord for Targa; Vinson & Elkins for Outrigger Energy
WestRock Co. / Multi Packaging Solutions International Ltd.
Norcross, Georgia-based containerboard giant WestRock announced on Jan. 24 its $1.39 billion all-cash purchase of New York-based Multi Packaging. The deal, expected to close in the third quarter of this year, is the latest sign of consolidation in the packaging sector. It comes as WestRock, formed via a $9.2 billion merger two years ago, seeks to combat weakening demand.
Legal Advisers: Cravath for WestRock; Ropes & Gray for Multi Packaging
Plains All American Pipeline LP / Alpha Holding Corp.
In yet another deal emanating from the increasingly hot Permian Basin, Midland, Texas-based Concho Resources Inc. and Tulsa-based Frontier Midstream Solutions LLC announced separate agreements on Jan. 24 to sell 100 percent of their ownership interests in Alpha Holding, owner of the Alpha Crude Connector (ACC) system, for a combined $1.2 billion to Houston-based Plains All American. Texas Lawyer reports that the ACC is the first large-scale crude oil gathering system in the northern Delaware Basin, which is part of the Permian Basin. The deal is expected to close in the first half of this year.
Legal Advisers: Norton Rose Fulbright for Plains All American; Vinson & Elkins for Concho; Hall, Estill, Hardwick, Gable, Golden & Nelson for Frontier Midstream
McKesson Corp. / CoverMyMeds LLC
San Francisco-based drug wholesale giant McKesson announced on Jan. 25 its $1.1 billion acquisition of Columbus, Ohio-based CoverMyMeds, a startup maker of software that lets customers refill their prescriptions. The deal, which could see McKesson pay another $300 million for CoverMyMeds if it hits certain financial targets, allows the acquirer to strengthen its technology services to clinicians, health insurers and pharmaceutical manufacturers. The transaction is expected to close sometime after April 1.
Legal Advisers: Simpson Thacher & Bartlett for McKesson
Paramount Group Inc. / GIC Private Ltd. / 60 Wall Street
New York-based real estate company Paramount formed a joint venture with Singapore’s sovereign wealth fund GIC on Jan. 25 to purchase 60 Wall Street in Manhattan’s financial district for $1.04 billion, according to sibling publication GlobeSt. The building serves as the U.S. headquarters of German financial services giant Deutsche Bank AG, which originally bought the edifice in 2001 and then sold it to Paramount in 2007 and leased back its space. GIC will own 95 percent of 60 Wall Street, while Paramount will own the remaining 5 percent and continue to manage the property.
Legal Advisers: Fried, Frank, Harris, Shriver & Jacobson for Paramount; Skadden for GIC
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