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 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 Merck & Co. on the antitrust aspects in all non-U.S. jurisdictions of its $41 billion merger with Schering-Plough.
- Regular EC law counsel to Merck & Co. on a 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 GlaxoSmithKline in a number of litigations including a U.S. class action alleging that import restrictions imposed by pharmaceutical companies to prevent illegal diversion of Canadian products to U.S. markets violate federal antitrust laws, and U.S. class actions relating to allegations of patent misuse and the enforcement of patents for Augmentin and HIV treatments.
- 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 the underwriters, led by BNP Paribas, BofA Merrill Lynch, JP Morgan and Societe General, in a $7 billion SEC-registered bond offering by sanofi-aventis, the company’s first registered debt offering.
- 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.
- Counsel to TPG in its proposed $800 million acquisition of 50% of SIA International, Russia’s largest pharmaceutical distributor, the largest private equity investment in Russia at the time of announcement.
- Counsel to Medtronic in connection with its acquisitions of Invatec and two related companies, Fogazzi and KRAUTH Cardio-Vascular.
- Counsel to two dozen investment banks, including Citigroup Global Markets, in class actions brought by holders of debt and equity securities issued by HealthSouth Corporation. We succeeded in obtaining the dismissal of all of our clients from these cases.