Wachtell, Cravath, Wilmer Advise $13.6 Billion Biotech Merger
Scientific equipment maker Thermo Fisher Scientific will buy rival Life Technologies Corp. for approximately $13.6 billion in a deal that combines two of the biggest companies in the field of genomics and cell biology.
Thermo Fisher will pay Life Technologies shareholders $76 for each share of stock. Thermo Fisher will also assume about $2.2 billion in debt, bringing the total deal value to about $15.8 billion.
"The acquisition of Life Technologies enhances all three elements of our growth strategy: technological innovation, a unique customer value proposition and expansion in emerging markets," said Marc Casper, president and CEO of Thermo Fisher Scientific.
Life Technologies, which is based in Carlsbad, Calif., and has locations in 180 countries, specializes in genetic sequencing and DNA analysis. It reported sales of $3.8 billion in 2012.
The transaction is expected to close in early 2014, pending approvals from regulators and Life Technologies shareholders.
Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Waltham, Mass.-based Thermo Fisher. Corporate partner Matthew Guest is leading a New York team that includes corporate associates Edward Lee and Jacob Kling; executive compensation and benefits partner Jeannemarie O’Brien; and restructuring and finance associate Gregory Pessin.
Wilmer Cutler Pickering Hale and Dorr is also representing Thermo Fisher. New York lawyers on the deal are corporate and securities partner Erika Robinson and commercial finance counsel Kathryn Bennett. Lawyers in Boston are corporate partner David Redlick, commercial finance partner John Sigel and M&A partner Hal Leibowitz.
Life Technologies tapped Cravath, Swaine & Moore. The Cravath team includes partners Richard Hall and Minh Van Ngo and associates Stephanie Gallina and Patricia Groot, corporate; partner Michael Schler and associates Kara Mungovan and Jonathan Grossman, tax; partner Eric Hilfers, practice area attorney Michael Krasnovsky and associate Matthew Cantor, executive compensation and benefits; partner Matthew Morreale, environmental; partner David Kappos and associate Gregory Baden, intellectual property; and partner Christine Varney and associate Margaret Segall, antitrust.
Latham & Watkins represents J.P. Morgan as financial advisor to Thermo Fisher in the transaction, with a corporate team led from the firm’s Costa Mesa, Calif., office by corporate and M&A partners Charles Ruck and R. Scott Shean, along with associate Richard Kim.
Four Firms Counsel $1.3 Billion Sale of Wealth Management Firm
Chicago private equity investment firm Madison Dearborn Partners has agreed to acquire New York-based insurance brokerage and wealth management firm National Financial Partners in a deal the companies value at $1.3 billion.
NFP shareholders will receive $25.35 for each share of NFP stock. The price of the transaction includes the value of NFP’s convertible debt.
The acquisition, which must still gain shareholder and regulatory approvals, is expected to close in the third quarter. It has been unanimously approved by NFP’s board of directors.
NFP tapped a Skadden, Arps, Slate, Meagher & Flom team based in New York to advise it on the deal. Lawyers were M&A partners Kenneth Wolff and Howard Ellin; executive compensation and benefits partner Erica Schohn; and corporate finance partners Dwight Yoo and Yossi Vebman.
Cleary Gottlieb Steen & Hamilton advised NFP’s board of directors and a special committee of the board formed to explore the company’s sale. M&A partner Victor Lewkow is leading a team that includes M&A associate Neil Markel; employment counsel Kathleen Emberger and associate Julia Rozenblit; financing partner Duane McLaughlin and associate Katherine Reaves; and derivatives partner Michael Dayan.
Ropes & Gray is advising Madison Dearborn Partners with a team split among the New York, Boston and Chicago offices led by Chicago corporate partner Matthew Richards. New York partner Richard Marshall is advising on investment management. Others were partners Byung Choi and Alex Zeltser, financing; partners Renata Ferrari and Eric Elfman, tax and benefits; partner James Thomas, investment management; partner David Chapin, M&A; and partner Leigh Fraser, derivatives.
Davis Polk & Wardwell is representing Bank of America Merrill Lynch in its role as financial adviser to NFP. George Bason Jr., global co-head of M&A,is advisingalong with corporate partners Leonard Kreynin and James Rothwell, and associate Kristen Haase. All are in New York.
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