Cleary Gottlieb actively represents many of the biggest pharmaceutical and biotechnology companies in the world in important corporate transactional matters as well as on precedent-setting antitrust, regulatory, arbitration and litigation issues. We also provide counsel to the financial institutions that advise and assist these companies in their capital markets financings. With 16 integrated global offices, our lawyers work assiduously on behalf of our clients to bridge borders and navigate multi-jurisdictional regulatory requirements to enable the mergers, acquisitions, joint ventures and other corporate transactions that meet their business goals.
May 27, 2013
Cleary Gottlieb is representing Warburg Pincus and Bausch + Lomb in the all-cash $8.7 billion acquisition of Bausch + Lomb by Valeant Pharmaceuticals International. The deal was announced on May 27. The transaction is expected to close in the third quarter and is subject to customary closing conditions and regulatory approvals.
Bausch + Lomb is a leading global eye health company that is solely focused on protecting, enhancing, and restoring people's eyesight. Its core businesses include ophthalmic pharmaceuticals, contact lenses and lens care products, and ophthalmic surgical devices and instruments. It globally develops, manufactures and markets one of the most comprehensive product portfolios in the eye health industry, which are available in more than 100 countries. Founded in 1853, the company is headquartered in Rochester, NY, and employs more than 11,000 people worldwide.
Valeant is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, neurology and branded generics.
May 17, 2012
Cleary Gottlieb is representing Agilent Technologies, Inc. in its $2.2 billion acquisition of Danish cancer diagnostics company Dako A/S from EQT, the Sweden-based private equity group.
The transaction, which was announced on May 17 and is Agilent's largest ever acquisition, is expected to close within 60 days pending regulatory clearances.
Agilent is the world's premier measurement company and a technology leader in chemical analyses, life sciences, electronics and communication. Dako is a global leader in tissue-based cancer diagnostics, providing know-how, reagents, instruments and software to hospitals and research laboratories in more than 100 countries worldwide. Agilent's strategy in acquiring Dako is to strengthen its presence in life sciences while combining with a complementary company to produce revenue synergies.
Mar 18, 2013
Cleary Gottlieb represented GlaxoSmithKline plc and GlaxoSmithKline Capital Inc., a finance subsidiary, in the offering by GlaxoSmithKline Capital Inc. of $1.25 billion of 0.700% notes due 2016, $1.25 billion of 2.800% notes due 2023 and $0.5 billion of 4.200% notes due 2043. The notes, issued under a shelf registration statement and wholly and unconditionally guaranteed by GlaxoSmithKline plc, have been listed on the New York Stock Exchange. The offering closed on March 18.
GlaxoSmithKline is a major global healthcare company engaged in the creation, discovery, development, manufacture and marketing of pharmaceutical and consumer health-related products.
Apr 10, 2013
Cleary Gottlieb acted as counsel to the underwriters in Sanofi’s SEC-registered offering of $1.5 billion of 1.250% notes due 2018. The transaction, which priced on April 3 and closed on April 10, was lead-managed by Barclays, BofA Merrill Lynch, Deutsche Bank Securities and J.P. Morgan.
Sanofi is a diversified healthcare group engaged in the research, development, manufacture and marketing of healthcare products. Sanofi intends to use the proceeds of the offering for general corporate purposes, including the repayment of existing borrowings.
May 31, 2013
Cleary Gottlieb represented the initial purchasers, led by Morgan Stanley & Co. LLC, in a recent high-yield debt offering by Elan Finance public limited company and Elan Finance Corp., each a wholly-owned finance subsidiary of Elan Corporation, plc, which guaranteed the debt. Elan issued $850 million of 6.250% Senior Notes due 2021. The notes were unregistered and were offered for sale in the United States pursuant to Rule 144A and abroad pursuant to Regulation S. At closing, the proceeds of the notes were deposited into an escrow account pending satisfaction of certain conditions, including approval of several pending transactions by Elan’s shareholders and the completion of certain of those transactions. The transaction priced on May 23 and closed on May 31.
Elan is a biotechnology company that has contributed to the research, development and commercialization of drugs for neurodegenerative diseases, such as Alzheimer’s disease and Parkinson’s disease and autoimmune diseases, including multiple sclerosis. Elan shares trade on the New York and Irish Stock Exchanges.
Dec 11, 2012
Cleary Gottlieb represented CFR Pharmaceuticals S.A. (a leading Latin American pharmaceutical company, headquartered in Chile) and its wholly-owned subsidiary CFR International SpA in a Rule 144A/Regulation S high yield offering of $300 million of 5.125% senior notes due 2022, and in the concurrent negotiation of a bridge credit facility. CFR entered into these transactions to fund its purchase of Laboratorio Franco Colombiano Lafrancol S.A.S. and subsidiaries (Lafrancol), a leading Colombian pharmaceutical company.
The bond offering priced on November 29 and closed on December 6, upon which the lenders’ commitments under the proposed bridge credit facility were terminated. The notes were issued by CFR International SpA, and are guaranteed by CFR Pharmaceuticals S.A. as well as certain CFR subsidiaries. Deutsche Bank Securities and J.P. Morgan Securities were the joint book-running managers for the bond offering, and affiliates of the managers had provided commitments under the proposed bridge credit facility.
The proceeds of the bond offering were used to pay a portion of the purchase price for the Lafrancol acquisition, which closed on December 11. The acquisition is the largest in CFR’s history, making it the leading pharmaceutical company in Colombia as well as expanding its presence in several other Latin American markets.
Cleary Gottlieb had previously represented CFR Pharmaceuticals S.A. in its May 2011 initial public offering.
Feb 26, 2010
Cleary Gottlieb represented TPG in connection with its $5.9 billion leveraged acquisition, together with CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health Incorporated, which closed on February 26. The deal is one of the largest leveraged buyouts completed since the onset of the financial crisis. Cleary Gottlieb advised TPG on intra-consortium matters and advised the consortium on European competition law matters.
IMS Health Incorporated, headquartered in Norwalk, Connecticut, is the leading global provider of market intelligence to the pharmaceutical and healthcare industries.
Nov 10, 2011
Cleary Gottlieb represented the underwriters, led by Barclays Capital, Citigroup Global Markets, Goldman Sachs and Morgan Stanley, in an SEC-registered offering by Teva Pharmaceutical Industries Limited and its affiliates of $5,000,000,000 aggregate principal amount of guaranteed senior notes. The notes were issued in six series by three of Teva’s finance subsidiaries, organized under the laws of Curacao and Delaware, and are fully guaranteed by Teva. The transaction priced on November 7 and closed on November 10.
Teva, which is incorporated and headquartered in Israel, is the world’s leading generic drug company, measured by prescriptions filled, as well as the leading generic drug company in the United States, measured on the same basis. In addition, Teva has a significant branded pharmaceuticals portfolio, including treatments for multiple sclerosis and Parkinson’s disease as well as respiratory products and women’s health products.
Mar 29, 2011
Cleary Gottlieb acted as counsel to the underwriters in sanofi-aventis’ first SEC-registered bond offering. The bonds were issued in six tranches in an aggregate principal amount of $7 billion. The transaction, which priced on March 22 and closed on March 29, was lead-managed by BNP Paribas, BofA Merrill Lynch, J.P. Morgan and Société Générale.
Sanofi-aventis is a global pharmaceutical group engaged in the research, development, manufacture and marketing of healthcare products. Sanofi-aventis intends to use the proceeds of the offering to fund, in part, the consideration payable in respect of its acquisition of Genzyme Corporation, a Massachusetts corporation for which sanofi-aventis has made an SEC-registered offer to exchange each outstanding Genzyme share for cash and a contingent value right. Certain of the bonds include a special mandatory redemption clause in the event the Genzyme acquisition is not consummated prior to a certain date.
Oct 05, 2009
Cleary Gottlieb is representing Abbott as its global antitrust counsel in connection with its acquisition of Solvay Group's pharmaceuticals business for €4.5 billion in cash. The acquisition, which is is one of the largest private transactions to involve a Belgian company, will provide Abbott with a large and complementary portfolio of pharmaceutical products and a significant presence in key global emerging markets. The transaction is expected to close in the first quarter of 2010.
Abbott is a global, broad-based health care company active in the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics. The company employs more than 72,000 people and markets its products in more than 130 countries.
Solvay Pharmaceuticals is global pharmaceutical business of the Solvay Group. Its 2008 sales were €2.7 billion, and it employs more than 9,000 people worldwide.
Apr 16, 2009
Cleary Gottlieb is representing Merck & Co., Inc. in its $41.1 billion merger with Schering-Plough Corporation. Schering-Plough shareholders will receive 0.5767 Merck shares and $10.50 in cash for each Schering-Plough share that they hold. Under the reverse merger arrangement, Merck shareholders are expected to own approximately 68% of the combined company, and Schering-Plough shareholders are expected to own approximately 32%.
The deal will result in a global pharmaceutical company with increased financial flexibility, a broader product portfolio, a larger number of late-stage pipeline candidates and greater geographic diversity in its business operations.
Cleary Gottlieb is representing Merck on all antitrust issues (excluding U.S.) in connection with the deal.
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