Slaughter and May and Freshfields Bruckhaus Deringer have landed pivotal roles on a $13bn deal which sees GlaxoSmithKline (GSK) acquire the remaining 36.5% stake in its consumer healthcare joint venture with fellow pharma giant Novartis.
Slaughters is advising GSK with a team comprising corporate partners Simon Nicholls and David Johnson, alongside tax specialist Dominic Robertson, competition partner Bertrand Louveaux, and finance partners Guy O’Keefe and Oliver Storey. Meanwhile Freshfields is advising Novartis, fielding a team led by corporate partners Julian Long and Jennifer Bethlehem, accompanied by tax partner Paul Davison and antitrust partner Rod Carlton. The in-house legal team at GSK was led by senior vice president and head of legal corporate functions Chip Cale, and associate general counsel Antony Braithwaite.
Swiss-owned Novartis and GSK combined their consumer healthcare units in 2014 – on which Freshfields and Slaughters again advised, along with Linklaters, Hogan Lovells and Cleary Gottlieb Steen & Hamilton – as part of Novartis’ portfolio transformation, which comprised a three-part inter-conditional transaction with GSK.
The sale of its stake in the JV will enable Novartis to further focus on the development and growth of its core businesses, while allowing GSK to improve the company’s capital planning. Currently the joint venture produces brands such as Panadol and Nicotinell.
GSK had majority control of the JV with an equity interest of 63.5%. While the value of the acquisition was agreed upon by both parties, GSK is planning to launch a strategic review of its Horlicks drink brand and other consumer nutrition products to potentially raise cash for the acquisition. The review will also include GSK’s Indian subsidiary, GlaxoSmithKline Consumer Healthcare India.
‘It’s another deal in the pharma and healthcare space, which continues to be a busy sector for us,’ said Nicholls.
The transaction is subject to GSK shareholder approval, and expected to be completed in the summer.