Deals & Suits

Elan Corp. plc agreed to sell itself to Perrigo Co. for $8.6 billion on July 29 after warding off a series of offers from RP Management LLC. Perrigo will pay $16.50 in cash and stock per Elan share, a 10.5 percent premium to the biotechnology company’s closing price on the last trading day before the deal was announced.

The deal would allow Perrigo to reincorporate in Ireland and cut its tax rate from about 30 percent to 17 percent. The parties hope to close the deal at the end of the year pending approvals from regulators, the Irish High Court, and shareholders.

For acquiror Perrigo Co. (Allegan, Michigan)
In-House:
General counsel Todd Kingma, assistant general counsel David Mason and Andrew Solomon, and senior counsel James Larson.
Sullivan & Cromwell:
Corporate: Matthew Hurd, Krishna Veeraraghavan, and associates Bernd Delahaye, Zachary Jacobs, Jennifer Lee, and William Magnuson. Tax: Ronald Creamer Jr., Andrew Mason, Davis Wang, and 
associates Guy Inbar and John Wildt. Executive compensation and benefits: Matthew Friestedt, special counsel Henrik Patel, 
and associates Joshua Lerner and Regina Readling. Investment Company Act: John Baumgardner Jr. Litigation: Adam Paris. 
(All are in New York except for Los Angeles–based Paris.) Sullivan was hired for the assignment 
based on recommendations from Kingma, accounting firm Ernst & Young, and Barclays, Perrigo’s investment bank.
Fried, Frank, Harris, Shriver & Jacobson:
Capital markets: Stuart Gelfond and associate Mehri Shadman Valavi. 
Finance: J. Christian Nahr and associates Clinton Becker, Emanuel Clark, Omri Flicker, and Caroline Sandberg. Tax: Robert Cassanos and associate Kenneth Rosenfeld. (All are 
in New York except for Washington, D.C.–based Shadman.) Perrigo hired Fried Frank earlier this year for capital markets and financing work.
Morgan, Lewis & Bockius:
Antitrust: Harry Robins, Izzet Sinan, Scott Stempel, of counsel Eva Rayle, and associate David Brenneman. (All are in Washington, D.C. except for Brussels-based Sinan and Frankfurt-based Rayle.) The firm represented Perrigo last year in its $285 million purchase of Sergeant’s Pet Care Products Inc.; in 2011 in its $540 million purchase of Paddock Laboratories Inc.; in 2010 in the $808 million purchase of PBM Holdings Inc.; and in 2004 in the $818 million purchase of Agis Industries Ltd.
Dillon Eustace:
Corporate: Adrian Benson, Tom Carney, David Dillon, and Lorcan Tiernan. Banking: Conor Keaveny and James Richards. (All are in Dublin.)

For losing bidder RP Management LLC (New York)
Davis Polk & Wardwell:
M&A: Phillip Mills and associates Brian Friedman, Michelle Galdos, Jennifer Green, Kristen Haase, and Siew Kwok. Financing: Joseph Hadley and associates Scott Herrig, Russ McCracken, and Kate Supnik. Litigation: Paul Mishkin, Antonio Perez-Marques, Lawrence Portnoy, and associates Jeremy Adler, Andrew Ditchfield, and Elyse Glazer. (All are in New York.) Mills worked with several of RP’s founders before they established the company 15 years ago and has contined to advise them since then. George Lloyd, formerly a Davis Polk associate, is RP’s head of corporate development and also acts as the company’s primary in-house lawyer.
Akin Gump Strauss Hauer & Feld:
Corporate: Jeffrey Kochian and Bruce Mendelsohn. Tax: Stuart Leblang. (All are in New York.)
Matheson:
Corporate: Fergus Bolster, George Brady, Tim Scanlon, and associates Alex Kelly and Madeline McDonnell. Tax: Joe Duffy, John Ryan, and Gerry Thornton. Banking: Libby Garvey and associate Sam Lyons. Asset management: Anne-Marie Bohan, Shay Lydon, and asso­ciate Charlotte Montgomerie. Antitrust: Bonnie Costelloe and Helen Kelly. (All are in Dublin, except for New York–based Ryan.)

For target Elan Corp. plc (Dublin)
In-House:
General counsel John Given, deputy general counsel and chief legal officer–U.S. Gregory Bokar, deputy general counsel–corporate John Donahue, and associate general counsel Neil McLoughlin.
Cadwalader, Wickersham & Taft:
Corporate: Christopher Cox, Gregory Patti Jr., senior attorneys Marissa Morelle and Daniel Zimmerman, and associate Shawna-Gay White. Tax: David Miller and Richard Nugent. Antitrust: special counsel Anne MacGregor and associate Ngoc Pham Hulbig. (All are in New York except for Brussels-based MacGregor and Charlotte, N.C.–based Hulbig.) Cox advised Elan earlier this year on the $3.25 billion sale of its rights to the multiple sclerosis drug Tysabri to Biogen Idec Inc.; in 2011 on the sale of its drug technologies unit to Alkermes Inc. for $961 million; and in 2009 on the $1 billion sale of an 18.4 percent stake in the company to Johnson & Johnson. Cox joined Cadwalader from Cahill, Gordon & Reindel last year.
A&L Goodbody:
Corporate: Alan Casey, Cian McCourt, and senior associate Ronan Lyons, and associates Lyndsey Falconer, Emma Heffernan, Michelle Hughes, Deirdre Geraghty, Darragh O’Dea, and Yvonne Sheehy. Tax: Paul Fahy. Employee benefits: Keavy Ryan and associate Chris Comerford. Antitrust: Alan McCarthy. Litigation: Enda Hurley and associate Lucy Lynch. (All are Dublin-based except for New York–based McCourt and Falconer.) The firm has worked for Elan for 30 years and was cocounsel in the Biogen, Alkermes, and Johnson & Johnson deals.

—D.M.

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