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.
Practice highlights include:
- Counsel to Crucell on U.S. securities, M&A and tax matters in its $2.4 billion acquisition by Johnson & Johnson, involving a U.S./Dutch tender offer for the 82% of Crucell that Johnson & Johnson does not already own.
- Counsel to GlaxoSmithKline in the successful dismissal on summary judgment of a complaint in Alameda County, California Superior Court by 17 retail pharmacies alleging a conspiracy to fix the prices of all branded pharmaceuticals in California at levels higher than Canadian prices.
- Counsel to the underwriters in a $7 billion SEC-registered bond offering by sanofi-aventis, the company’s first registered debt offering.
- Counsel to Merck & Co. on the antitrust aspects in all non-U.S. jurisdictions of its $41 billion merger with Schering-Plough.
- Counsel to Agilent Technologies in its $2.2 billion acquisition of Danish cancer diagnostics company Dako A/S from EQT, the Sweden-based private equity group.
- Counsel to Amgen, one of the world’s largest biotechnology companies, in its acquisition of Laboratório Químico Farmacêutico Bergamo.
- Counsel to Teva Pharmaceuticals in its $5 billion aggregate principal amount notes offering.
- Counsel to TPG on intra-consortium and LP co-investment aspects of its $5.9 billion leveraged acquisition, together with CPP Investment Board Private Holdings and Leonard Green & Partners, L.P., of IMS Health, one of the largest leveraged buyouts completed during the financial crisis.
- Counsel to IMS Health in obtaining U.S. Federal Trade Commission clearance for its acquisition of SDI Health, a healthcare market insight and analytics organization.
- Regular EC law counsel to Merck & Co. on cutting-edge issues, including a precedent-setting European Court of Justice win regarding the interpretation of the World Trade Organization’s Agreement on Trade Related Aspects of Intellectual Property Rights and in antitrust challenges by generic companies.
- Counsel to Kindred Healthcare in its takeover of RehabCare and in the simultaneous spin-off and merger of the pharmacy businesses of Kindred and Amerisource Bergen to form a new public company, PharMerica.
- Corporate and antitrust counsel to GlaxoSmithKline in its $2.9 billion acquisition of Stiefel Laboratories, as well as its acquisitions of Reliant Pharmaceuticals, Sirtris Pharmaceuticals, Praecis Pharmaceuticals, CNS, ID Biomedical and Corixa.
- Counsel to Axcan on the antitrust aspects of its $583 million acquisition of Eurand, a global specialty pharmaceutical company.
- Counsel to Goldman Sachs as financial advisor to Immucor, Inc. in the $1.97 billion acquisition of Immucor by an affiliate of TPG Capital. Also counsel to Goldman Sachs as financial advisor to Valeant Pharmaceuticals in its $5.7 billion unsolicited proposal to acquire Cephalon and a related consent solicitation to replace the directors of Cephalon.
- Counsel to Warburg Pincus in its $4.5 billion cash acquisition of Bausch + Lomb.
- Counsel to TPG, The Blackstone Group, Goldman Sachs Capital Partners and KKR in their $11.4 billion acquisition of Biomet—one of the largest LBOs in the healthcare industry.