In what has been reported as the largest pharmaceutical deal in history, four of the biggest Wall Street players have advised on Viagra-owner Pfizer’s agreed $160bn takeover of Botox-maker Allergan.
The US pharmaceutical giant will combine with Ireland-based drugmaker Allergan in a stock transaction currently valued at $363.63 per Allergan share, in a move that is likely to see Pfizer relocate its headquarters to Dublin in a tax inversion deal.
Wachtell, Lipton, Rosen & Katz; Skadden, Arps, Slate, Meagher & Flom; and Dublin firm A & L Goodbody are acting as Pfizer’s legal advisers, while Guggenheim Securities, Goldman, Sachs, Centerview Partners and Moelis & Company are financial advisers. Guggenheim and Goldman, as Pfizer’s legal advisers, were represented by a Debevoise & Plimpton team led by Andrew Bab.
The large Skadden team comprises M&A partners Paul Schnell, Sean Doyle and C. Michael Chitwood in New York; tax partners Paul Oosterhuis (Washington), Sally Thurston, Steven Matays and Brian Krause (New York); intellectual property and technology partners Resa Schlossberg and Jose Esteves; patent litigation partner Douglas Nemec; corporate finance partner Stacy Kanter; healthcare enforcement and regulation partner John Bentivoglio (Washington); mass torts, insurance and consumer litigation partner Steven Napolitano; and Brussels-based EU and international competition law partner Ingrid Vandenborre (Brussels).
Morgan Lewis is lead antitrust counsel to Pfizer with a team led by partners Scott Stempel and Harry Robins, while Weil, Gotshal & Manges is advising Allergan on competition aspects through partners Steven Newborn and Ann Malester.
Clifford Chance is advising Pfizer on all merger control aspects outside the US and Canada, with a team led by antitrust partners Marc Besen and Joachim Schütze.
Allergan, meanwhile, turned to Cleary Gottlieb Steen & Hamilton, Latham & Watkins and Arthur Cox, while JP Morgan and Morgan Stanley provided financial advice.
The Cleary Gottlieb team advising Allergan is led by corporate partners Paul Shim and Jim Langston; Michael Albano is leading on employee compensation and benefits advice; and Romano Subiotto QC (London and Brussels) is providing non-US antitrust advice. Meanwhile Jeff Karpf and Meme Peponis are leading on capital markets, securities and financing advice, while Daniel Ilan is leading on intellectual property advice.
The combined company is expected to generate annual operating cash flow in excess of $25bn beginning in 2018, and will be the world’s biggest drug maker by sales.
Pfizer’s shareholders will have the option to receive cash instead of stock of the combined company for some or all of Pfizer’s shares, provided the aggregate amount of cash to be paid is not less than $6bn or greater than $12bn.
The deal is by the far the largest and most definitive in a long line of takeovers in the sector, as pharma giants struggle to cope with patents for blockbuster drugs coming close to expiry. The deal follows multiple attempts by Pfizer to buy British-Swedish multinational AstraZeneca last year. Skadden, Freshfields Bruckhaus Deringer and Davis Polk & Wardwell all landed lead roles advising Pfizer and AstraZeneca when merger talks resurfaced.
jaishree.kalia@legalease.co.uk