New Deals

Lawyers on Major Transactions

, The Am Law Daily

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Pharmaceutical M&A Taps Major Firms

Pharmaceutical M&A got a late-year shot in the arm, with nearly $10 billion in deals being announced involving major industry players like AstraZeneca and Bayer as 2013 came to a close.

In the largest pharma deal this month, AstraZeneca has agreed to pay up to $4.1 billion to Bristol-Myers Squibb for a stake in an alliance to jointly develop diabetes drugs. The terms call for AstraZeneca to pay $2.7 billion up front, with the ultimate value of the deal potential rising to $4.1 billion once certain regulatory and royalty benchmarks are met.

Covington & Burling is advising AstraZeneca. Partner Catherine Dargan, who is based in Washington and cochairs the firm's M&A practice, is leading a team drawn from Washington, Brussels, London and San Francisco that includes corporate and life sciences transactions partners Stephen Infante and Amy Toro; corporate and life sciences of counsel Edward Dixon; IP and life sciences partner Lucinda Osborne; antitrust vice chair James Dean Jr.; antitrust partner Miranda Cole; regulatory partners Michael Labson and Grant Castle; labor and employment partners Christopher Walter and Robert Newman; corporate special counsel Scott Roades; and associates Larry Bartenev, Robin Blaney, Sarah Griffiths, Magdalina Gugucheva, Christopher Hartsfield, Bud Jerke, James Toy and James Wawrzyniak Jr.

Davis Polk & Wardwell tax partners Neil Barr in New York and Jonathan Cooklin in London are serving as U.S. and U.K. tax counsel to AstraZeneca. Assisting are tax counsel Gregory Hannibal and associate Isaac MacDonald in New York and associate Dominic Foulkes in London.

Jeffrey Pott has served as AstraZeneca's general counsel since 2009.

New York-based Bristol-Myers has turned to Kirkland & Ellis. Kirkland corporate partners Sean Rodgers and Joshua Zachariah are leading a team that includes corporate partners David Fox, Daniel Wolf, Patrick Huard associates Patrick Jacobs and Danielle Quinn. All are in New York except Huard and Quinn, who are in San Francisco.

Sandra Leung is Bristol-Myers' general counsel.

Fried, Frank, Harris, Shriver & Jacobson corporate partner Philip Richter, who is based in New York, is serving as counsel to Goldman Sachs in its role as financial adviser to Bristol-Myers.

Kirkland's transactional practice has been busy in recent weeks on another medical industry deal. Partners Fox and Wolf advised Israeli medical technology company Given Imaging on its $860 million sale to Irish medical devices manufacturer Covidien. The deal will bolster Covidien's gastrointestinal diagnostics business. Other Kirkland lawyers advising Given Imaging include M&A partner Yi Claire Sheng, tax partner Scott Price, antitrust partner Mark Kovner and associate Daniel Tavakoli. All are in New York.

Ido Warshavski serves as Given Imaging's general counsel.

Covidien, whose general counsel is John Masterson, turned to Israeli firm Meitar Liquornik Geva Leshem Tal for outside counsel. The deal is expected to close by March.

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