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Morgan, Banks May Split $207 Million for Pfizer-Wyeth (Update1)

By Zachary R. Mider

Jan. 26 (Bloomberg) -- Investment banks including Morgan Stanley and Bank of America Corp. may share about $207 million in fees for arranging Pfizer Inc.’s takeover of Wyeth Inc., a rare feast amid the leanest merger market in four years.

Wyeth’s advisers, New York-based Morgan Stanley and Evercore Partners Inc., may split about $125 million on the $68 billion deal, according to Bloomberg fee estimates. That’s 24 percent of what Morgan Stanley got from all of its advisory work in the fourth quarter, and more than Evercore collected in six months.

M&A revenue has been falling across Wall Street as corporations shun mergers to concentrate on surviving the global economic decline. Just $419 billion of takeovers were put together in the last quarter of 2008, the slowest pace since the third quarter of 2004. The dearth of deals is pinching the world’s biggest merger advisers, such as New York-based Goldman Sachs Group Inc. and JPMorgan Chase & Co., at the same time revenue from trading and selling stocks and bonds is declining.

“M&A fees were part of the bubble which burst with the subprime debt crisis,” said William Cohan, a former investment banker and author of “The Last Tycoons” about Lazard Ltd.

Pfizer’s advisers -- Bank of America, Goldman Sachs, JPMorgan, Barclays Plc and Citigroup Inc. -- together may get $82 million in fees, not counting what they’ll earn arranging a $22.5 billion one-year loan that will be replaced later with bonds.

Fee Splitting

Each of the five banks will provide $4.5 billion of the loan, said a person familiar with the situation who declined to be identified because the details weren’t public. The banks will also split the fees on the loan.

The deal, the biggest in health care in almost five years, is a coup for Paul Taubman, 48, Morgan Stanley’s head of investment banking. Taubman is working with Clint Gartin, a senior health-care banker and vice chairman, and Susan Huang, an M&A specialist.

It’s also a victory for Evercore founder Roger Altman, whose 314-employee firm is the only boutique adviser on the transaction. The 62-year-old former deputy U.S. treasury secretary founded Evercore in 1996. With about 1 percent of Goldman Sachs’s staff, the New York-based firm has advised on some of the largest U.S. transactions, including AT&T Inc.’s combination with BellSouth Corp.

Maisonrouge’s Link

Working with Altman on the Wyeth transaction were John Honts and Francois Maisonrouge, who brought a relationship with the Madison, New Jersey-based drugmaker when he joined Evercore from Credit Suisse Group AG in 2007.

Among Pfizer’s bankers, Alan Hartman, Jack Levy, and Douglas Braunstein played some of the biggest roles. Hartman is a veteran pharmaceuticals banker and head of M&A for the Americas at Bank of America, who joined the bank when it acquired Merrill Lynch & Co. on Jan. 1. Braunstein is head of investment banking for the Americas at JPMorgan. Levy, co-chairman of M&A at Goldman Sachs, worked on the deal with colleague Torrey Browder.

Wyeth ended talks to acquire Crucell NV for more than $1 billion as a result of the Pfizer takeover. A separate Morgan Stanley team had been advising Leiden, Netherlands-based Crucell in those negotiations.

For legal counsel, Pfizer turned to Cadwalader, Wickersham & Taft LLP and Dennis Block, William Mills, and Charles “Rick” Rule. Wyeth is using Simpson Thacher & Bartlett LLP, including Charles “Casey” Cogut, Eric Swedenburg, and Joseph Kaufman. Wyeth’s directors used Adam Emmerich and David Lam at Wachtell Lipton Rosen & Katz.

To contact the reporter on this story: Zachary R. Mider in New York at zmider1@bloomberg.net

Last Updated: January 26, 2009 15:18 EST

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