Cold Remedy: Am Law 100 Firms Load Up on Pharma M&A

, The Am Law Daily



Skadden also teamed with top Norwegian firm Wikborg Rein & Co. last week to advise Oslo-based cancer drug maker Algeta on its $2.9 billion sale to German drug giant Bayer. The two companies have spent the past four years jointly developing prostate cancer treatment drug Xofigo, which was approved by the FDA earlier this year. (Former Mintz, Levin, Cohn, Ferris, Glovsky and Popeo associate Jeffrey Albers was named the head of Algeta’s U.S. unit last year.)

Sullivan & Cromwell M&A partner Matthew Hurd and associate Zachary Jacobs are advising Bayer on the deal. The company, a longtime S&C client, raised its bid for Algeta this month and the target company's board has unanimously recommended that shareholders approve the offer. The deal should be finalized by the first quarter of 2014.

Elsewhere, S&C and Dechert advised CVS Caremark, the largest supplier of prescription drugs in the U.S., earlier this month on the creation of a generic drug sourcing joint venture with pharmaceutical distributor Cardinal Health, which was counseled on the agreement by Wachtell, Lipton, Rosen & Katz. The deal, which seeks to create the country's largest generic drug supplier, comes on the heels of S&C’s role advising CVS Caremark on its $2.1 billion buy of Apria Healthcare Group’s Coram infusion therapy business, according to our previous reports.

For its part, Skadden has also been busy this month on the pharmaceutical and health care transactional front. The firm counseled longtime client Valeant Pharmaceuticals on its $236 million acquisition of Solta Medical—advised by Fenwick & West—to move into the skin rejuvenation and body contouring business. (Valeant’s general counsel is Robert Chai-Onn.)

Skadden also represented Endo Health Solutions this month on its $105 million buy of NuPathe, a specialty pharmaceutical firm whose offerings include a new migraine treatment. Morgan, Lewis & Bockius is advising NuPathe on the deal; the company’s general counsel, Michael Marino, once worked at the firm.

Brian Sisko, a former corporate partner at Philadelphia’s Klehr Harrison Harvey Branzburg, is a member of NuPathe’s board, while former Latham & Watkins partner Roger Kimmel serves as chairman of the board at Malvern, Pa.–based Endo Health. Caroline Manogue, a former Skadden associate, is the company’s general counsel.

In November, Skadden advised Endo Health on its $1.6 billion cash-and-stock acquisition of Canadian specialty drug company Paladin Labs in a deal that will create a new holding company based in Ireland designed to take advantage of the country’s lenient tax laws. As it happens, Skadden also snagged a key role this month on another cross-border pharmaceutical deal with similar tax implications.

In that transaction, Skadden and leading Italian firm Gianni, Origoni, Grippo, Cappelli & Partners, Skadden are advising Como, Italy–based rare disease drug developer Gentium on its $1 billion sale last week to Irish drug maker Jazz Pharmaceuticals.

Jazz, itself a potential takeover target due to Ireland’s lower tax rates, is being advised by a team of outside lawyers led by Weil, Gotshal & Manges, Baker & McKenzie, Cooley, Hogan Lovells and Italy’s Gattai, Minoli & Partners. Former Cooley partner Suzanne Hooper serves as Jazz’s general counsel.

Weil M&A partner Keith Flaum, named an Am Law Daily Dealmaker of the Week earlier this year for his work advising Applied Materials on its $9.3 billion acquisition of Tokyo Electron, is leading a team from the firm advising Jazz on its proposed purchase of Gentium.

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