Davis, Skadden Help on $4.2 Billion Deal: Business of Law
Davis Polk & Wardwell LLP advised Shire Plc (SHP), which agreed to buy ViroPharma Inc. for about $4.2 billion to gain treatments for rare diseases and lessen dependence on its best-selling Vyvanse pill for attention deficit hyperactivity disorder. Skadden, Arps, Slate, Meagher & Flom LLP advised ViroPharma.
The Davis Polk corporate team includes partners George R. Bason Jr. and William J. Chudd. Additional partners include Kyoko Takahashi Lin, executive compensation; Michael Mollerus, tax; and Joel M. Cohen, antitrust and competition advice.
The Skadden team includes mergers and acquisitions partners Eileen Nugent and Michael Rogan as well as partners Regina Olshan, executive compensation and benefits; Clifford Aronson, antitrust; Jennifer Bragg, health-care enforcement; Jessica Hough, tax; and Yossi Vebman, derivatives and corporate finance.
Shire will pay $50 a share in cash, 27 percent more than the closing price of ViroPharma on Nov. 8, the Dublin-based drugmaker said yesterday in a statement.
The acquisition gives Shire access to Cinryze, a medicine for the inflammatory condition hereditary angioedema, which complements Shire’s Firazyr for the same malady, the company said. The purchase marks the company’s third this year under Flemming Ornskov, who became chief executive officer in April, and is Shire’s biggest, topping the $3.6 billion takeover of Canada’s BioChem Pharma Inc. in 2001.
“This is the big deal the market had been waiting for,” Savvas Neophytou, an analyst at Panmure Gordon & Co., said in a note to investors yesterday. The purchase is “clearly at an eye-watering multiple but strategically very sound.”
Based on the price of $4.2 billion, Shire is paying about 58 times earnings before interest, tax, depreciation and amortization for ViroPharma, according to data compiled by Bloomberg. Buyers paid a median of 23 times Ebitda for biotechnology companies in transactions valued at more than $100 million in the past five years.
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Proskauer, A&O on $1.68 Billion Novartis Deal With Grifols
Proskauer Rose LLP was legal adviser to Grifols while the New York office of Allen & Overy LLP is representing Novartis.
The Proskauer team was led by New York-based mergers and acquisitions partners Peter Samuels and Daniel Ganitsky. It included partners Ron Franklin, finance; Daryn Grossman, technology, media and communications; Edward Kornreich, health care; Sigal Mandelker, litigation; Andrea Rattner, employee benefits; Stuart Rosow, tax; and Eric Remensperger, real estate.
Allen & Overy’s team was led by partner Eric Shube.
Skadden is advising Nomura, financial adviser to Grifols, with a deal team that includes partners Margaret Cohen, mergers and acquisitions, and Louis Goodman, corporate, securities and finance law.
The transaction, Novartis’s largest asset sale since divesting the Gerber baby food brand in 2007, probably will be completed in the first half of next year, the Basel-based drugmaker said in a statement yesterday.
Novartis is conducting a strategic review to see which market segments it wants to stay in, Chief Executive Officer Joe Jimenez said yesterday. He said the company now has three with global scale: pharmaceuticals, the eye-care business Alcon and the generics arm Sandoz. Novartis has said it wants its businesses to be among the industry leaders or will otherwise consider divesting them.
The company has identified its animal-health business as a top candidate for a sale, people familiar with the matter said last week. Novartis is also considering selling its over-the-counter medicines unit and the vaccines operation, they said. No final decision on those assets has been made, the people said.
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Simpson Thacher, Latham, Dechert on KKR Deal for Brickman Group
KKR received legal advice from Simpson Thacher & Bartlett LLP. Brickman, based in Gaithersburg, Maryland, received advice from Latham & Watkins LLP and Dechert LLP.
The Simpson Thacher team includes partners Gary Horowitz, mergers and acquisitions; James Cross, credit; Richard Fenyes, capital markets; Andrea Wahlquist, executive compensation and employee benefits; and Steve Todrys, tax.
Latham’s corporate deal team was led by New York partner Howard Sobel and Los Angeles partner Jason Silvera. Advice was also provided by New York finance partner Dennis Lamont, Chicago tax partner Joseph Kronsnoble, New York intellectual-property partner Jeffrey Tochner and New York benefits and compensation partner Bradd Williamson.
Dechert’s team includes Carmen Romano, Jeffrey Legath and Joshua Milgrim.
KKR’s investment will come from its 11th North American buyout fund as well as other pools, the New York-based firm said in a statement. Leonard Green & Partners, a Los Angeles-based private-equity firm, acquired closely held Brickman in 2006 for an undisclosed sum, according to data compiled by Bloomberg.
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Jones Day Hires Six U.S. Supreme Court Clerks in Three Offices
Six U.S. Supreme Court clerks from the 2012-2013 term will join Jones Day’s issues and appeals practice in the Chicago, Houston, New York and Washington offices. Last year, the firm also hired six clerks from the previous term.
“The competition for this small group of extraordinary young lawyers is always intense, but for the second year in a row, we seem to have attracted more than any other firm,” Beth Heifetz, the firmwide partner in charge of judicial clerk recruiting, said in a statement. “I read that as an endorsement of our firm’s highly collegial approach both to the practice and to client service.”
The firm has followed a strategy of hiring appellate lawyers in offices across the country, rather than just concentrating their practice in Washington. The approach allows them to handle appeals as they rise through the courts and to staff trial teams early on.
The new lawyer arrivals include two who clerked for Samuel A. Alito Jr. and two who clerked for Clarence Thomas. Emily Kennedy and Ryan Watson, Alito’s clerks, join in Washington. David Morrell and Kenton Skarin clerked for Thomas. Morrell will be based in Houston; Skarin, in Chicago.
Jones Day has 2,400 lawyers at more than 40 offices.
Simpson Thacher Mergers and Acquisitions Partner Joins Kirkland
New York corporate lawyer Sean Rodgers, previously with Simpson Thacher & Bartlett LLP, joined Kirkland & Ellis LLP as a partner in New York.
Rodgers focuses on mergers and acquisitions and represents private-equity firms and corporations in transactions including leveraged buyouts, stock and asset acquisitions and sales, recapitalizations, mergers, private-equity investments and general corporate and securities law matters, the firm said.
While at Simpson Thacher, Rodgers’ recent deals included advising KKR & Co. on the purchase of industrial equipment maker Gardner Denver Inc. for about $3.7 billion. He also advised KKR on its agreement to buy U.S. clinical-research company PRA International from Genstar Capital LLC for an undisclosed amount estimated to be about $1.3 billion, Bloomberg News reported.
“Sean’s joining is another testament to the continued success of our corporate practice and the strength of our global platform, which helps us attract top talent to the firm,” Jeffrey C. Hammes, chairman of Kirkland’s global management executive committee, said in a statement. “Adding an experienced and seasoned client-focused professional like Sean to the team will enable us to serve our wide range of clients even better.”
Kirkland’s major transactions this year include representing 3G Capital Partners Ltd. on its $28 billion acquisition, along with Berkshire Hathaway Inc., of H.J. Heinz Co.; Blackstone in its approximately $26 billion acquisition proposal for Dell; and Clearwire Corp. in Sprint’s $14 billion acquisition of the remaining stake in Clearwire and the unsolicited competing offer for the company by DISH Networks.
Kirkland & Ellis has approximately 1,600 lawyers at offices in the U.S., Europe and Asia.
Former SEC Veteran Securities Lawyer Joins Morrison & Foerster
Prior to joining O’Melveny, Dunn worked at the U.S. Securities and Exchange Commission as deputy director and acting director of the corporation finance division. “It is safe to say that no other securities practitioner today has the depth of experience that Marty has with respect to the operations, interpretive functions and rulemaking responsibilities of the SEC,”Larren M. Nashelsky, chairman of MoFo, said in a statement. “Marty joins our partner Dave Lynn, a former chief counsel of the SEC’s Division of Corporation Finance, to create an exceptional team that will serve as a destination securities resource for our clients.”
During his 20-year career at the SEC, Dunn supervised the corporation finance division’s offices of chief counsel, chief accountant, mergers and acquisitions, international corporate finance, rulemaking, small business and enforcement liaison.
Morrison & Foerster has more than 1,000 lawyers in 17 offices in the U.S., Europe and Asia.
Broker-Dealer General Counsel Arnett Joins McCarter & English
McCarter & English LLP announced that George W. “Tres” Arnett III joined the firm’s Newark, New Jersey, office as a partner in the business and financial services litigation practice. Prior to joining the firm, Arnett was general counsel of COR Clearing LLC, a broker-dealer based in Omaha, Nebraska.
Arnett also previously worked in various capacities at BNY Mellon and its affiliates, including as general counsel of Hedgemark International LLC, CEO of Hedgemark Securities LLC, chief legal officer of Pershing Securities Canada Ltd. and managing director and senior managing counsel of Pershing LLC. He managed Pershing’s civil and regulatory defense docket, nationally and internationally from 2000 to 2008, the firm said.
“Few lawyers possess Tres’s level of industry background and understanding of complex issues facing banks and brokerages in today’s changing regulatory climate,” A. Richard Winchester, leader of McCarter’s business and financial services litigation practice, said in a statement. “His deep insider knowledge and strong litigation skills make him a valuable asset to our team and our clients.”
McCarter & English has 400 attorneys at offices in Boston; New York; Philadelphia; Newark, New Jersey; Stamford and Hartford, Connecticut; and Wilmington, Delaware.
White & Case Immigration Director Maglich Joins Jackson Lewis
Jackson Lewis LLP announced that Marko C. Maglich joined the firm’s immigration practice as partner in the White Plains, New York, office. Maglich was previously director of White & Case LLP’s corporate U.S. immigration law practice.
“Marko brings with him an extremely impressive track record with respect to immigration law,” Sean Hanagan, chairman of Jackson Lewis’s immigration practice group, said in a statement. “His years of experience, extensive international credentials and demonstrated commitment to client service fit very well with our growing immigration practice.”
Maglich has experience representing clients in immigration law matters including nonimmigrant and immigrant petitions, I-9 counseling and training, permanent labor certifications, detention and removal defense and family-based immigration. He also counsels clients on immigration strategy and works on their behalf to obtain business-related visas, the firm said.
Jackson Lewis has 765 attorneys at 54 locations in the U.S. and Puerto Rico.
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