Sullivan & Cromwell, Wachtell, Milbank: Business of Law
By Elizabeth Amon - Jul 30, 2013 12:00 AM ET
Sullivan & Cromwell LLP advised Perrigo Co. (PRGO), a U.S. maker of over-the-counter medicines, which agreed to buy Irish drug company Elan Corp. (ELN) for $8.6 billion, gaining a low-tax base for international expansion. Morgan, Lewis & Bockius LLP is providing Perrigo with counsel on antitrust/competition. Elan was advised by A&L Goodbody and Cadwalader Wickersham & Taft LLP.
The S&C team includes partners Matthew Hurd and Krishna Veeraraghavan, corporate; Andrew Mason and Davis Wang and Ron Creamer, tax; Matt Friestedt, executive compensation and benefits; John Baumgardner, investment company act; and Adam Paris, contract issues.
The Morgan Lewis team included partner and practice group leader of Morgan Lewis’s antitrust practice Scott Stempel and antitrust partners Harry Robins and Izzet Sinan.
A&L Goodbody’s team for Elan was led by partners Alan Casey and Cian McCourt.
The Cadwalader team included partners Christopher Cox and Gregory P. Patti Jr., corporate; and David Miller and Richard Nugent, tax.
Fried, Frank, Harris, Shriver & Jacobson LLP acted as financing counsel for Perrigo. The Fried Frank team includes corporate partners Stuart Gelfond and J. Christian Nahr and tax partner Robert Cassanos.
Gibson, Dunn & Crutcher LLP is representing Citigroup as financial adviser to Elan. The firm’s team is led by co-chair of Gibson Dunn’s M&A group and New York partner Barbara Becker and includes New York corporate partner Dennis Friedman and London corporate partner James Barabas.
Holders of Elan’s American depositary receipts will receive $16.50 per ADR in cash and stock, the companies said in a statement yesterday. The price is 11 percent more than the July 26 close for the ADRs and compares with an earlier offer of as much as $15.50 per ADR by Royalty Pharma.
Buying the Dublin-based business allows Perrigo, based in Allegan, Michigan, to re-domicile itself in Ireland, where the corporate income-tax rate is 12.5 percent. It also gives the acquirer access to royalties for the multiple sclerosis drug Tysabri, which Elan discovered and then sold to Biogen Idec Inc. (BIIB) on Feb. 6. Elan began a formal sale process on June 15 after Royalty Pharma tried to acquire it.
Perrigo sells non-prescription products for conditions such as acid indigestion and nasal congestion, as well as generic drugs, nutritional supplements and animal treatments, according to its website.
Willkie, Stikeman on Hudson’s Bay $2.4 Billion Saks Purchase
Willkie Farr & Gallagher LLP and Stikeman Elliott LLP are acting for Hudson’s Bay Co. (HBC), the operator of Canada’s largest department store chain, which agreed to acquire luxury retailer Saks Inc. (SKS) for $2.4 billion, creating a company that will operate 320 stores in North America. Wachtell, Lipton, Rosen & Katz is legal adviser to Saks.
The Willkie team was led by Gordon Caplan and Greg Astrachan and included partners Michael Zinder, Steven Klein, Henry Cohn, Michael Katz and Jeff Korn.
Wachtell Lipton’s team is led by Patricia A. Vlahakis, Joshua R. Cammaker and Gordon S. Moodie and consists of partners Damian G. Didden, antitrust; Adam J. Shapiro, executive compensation and benefits; Joshua A. Feltman, restructuring and finance; and Jodi J. Schwartz, tax.
Stikeman’s legal team includes partners Ian Putnam and John Ciardullo, corporate/M&A; Dean Kraus, tax; Doug Klaassen, real estate; Jennifer Legge, banking; Jeffrey Brown, antitrust; and Eliot Kolers, litigation.
Gibson, Dunn & Crutcher LLP represents Goldman Sachs Group Inc. as financial adviser to Saks. The firm’s team is led by New York corporate partner Lois Herzeca.
The purchase price of $16 a share will be paid in cash, the companies said yesterday in a statement. That represents a 30 percent premium to Saks’s closing price on May 20, the day before media reports began, according to the statement. Including debt, the transaction is valued at $2.9 billion.
Hudson’s Bay, founded in 1670 and based in Toronto, expects the deal, which brings together Lord & Taylor and Saks Fifth Avenue brands, to produce C$100 million ($97 million) in cost savings within three years. Saks hired Goldman Sachs in May to explore strategic alternatives, including a sale.
Essilor to Buy PPG’s Lens Venture Stake for $1.73 Billion
Jones Day LP is representing Essilor International SA (EI), which agreed to buy full control of its Transitions Optical venture from PPG Industries Inc. (PPG) for $1.73 billion to strengthen its tinted-products line in the French lensmaker’s biggest deal ever. PPG’s counsel is Wachtell Lipton Rosen & Katz and Hogan Lovells LLP.
The Jones Day team is led by New York mergers and acquisitions partners Jere Thomson and Wesley Johnson Jr.
Additional Jones Day partners included Fiona Schaeffer, Joe Sims and Ryan Thomas, antitrust and competition law; Phil Douglas and John Majoras; business and tort litigation; Manan Shah, employee benefits and executive compensation; Warren Nachlis, intellectual property; Todd Geremia, issues and appeals and Scott Levine, tax.
Wachtell Lipton’s team is led by corporate partner Steven A. Rosenblum and consists of partners Ronald C. Chen, corporate; Ilene K. Gotts, antitrust; Adam J. Shapiro, executive compensation and benefits; and Jodi J. Schwartz, tax.
Hogan Lovells’ team included partners Elizabeth Donley, Glenn Campbell and Audrey Reed.
The purchase of PPG’s 51 percent stake in the partnership will add to earnings the first year that Transitions Optical is integrated, Essilor, based in the Paris suburb of Charenton-le-Pont, said yesterday in a statement.
Transitions Optical makes polarizing lenses that adapt to changing light and block harmful solar rays. The segment is expanding at twice the rate of the optical industry, said Essilor, the world’s biggest maker of eyeglass lenses. The Pinellas Park, Florida-based venture had 2012 sales of $814 million. The takeover also includes Intercast, a supplier of sun lenses based in Parma,Italy, Essilor said.
PPG plans to use proceeds from the sale for acquisitions and share repurchases, it said. The company, which suspended stock buybacks at the start of the second quarter because of the negotiations with Essilor, will restart the transactions, with a targeted range of $500 million to $750 million for the year, PPG said.
Wachtell, Latham Advise Publicis and Omnicom on Merger
Publicis Groupe SA (PUB) and Omnicom Group Inc. (OMC) agreed to merge in an all-stock transaction to create the world’s largest advertising company with $23 billion in revenue, toppling market leader WPP Plc. (WPP) Wachtell, Lipton, Rosen & Katz is advising Publicis and Latham & Watkins LLP is advising Omnicom.
Wachtell Lipton’s team is led by partners Martin Lipton and Adam O. Emmerich and includes partners Ante Vucic, corporate; Deborah L. Paul, tax: Michael J. Segal and David E. Kahan; executive compensation and benefits; Eric M. Rosof, restructuring and finance; and Ilene K. Gotts, antitrust.
Latham & Watkins’s cross-border team is led by mergers and acquisitions partners Mark Gerstein and Brad Faris, securities partner Joel Trotter and litigation partner Jeff Hammel. Advice was also provided by partners Timothy FitzSimons, Olivier du Mottay and Charles-Antoine Guelluy, corporate; Alex Cohen, securities; Nicholas DeNovio, Laurence Stein, Sean Finn and Xavier Renard, tax; Roger Goldman, litigation; Marc Williamson and Michael Egge, antitrust and regulatory; and David Della Rocca, benefits and compensation.
Shareholders of Paris-based Publicis and New York-based Omnicom will each hold about 50 percent of the new entity, Publicis Omnicom Group. Publicis Chief Executive Officer Maurice Levy and John Wren, his counterpart at Omnicom, will be co-CEOs as they unveiled the agreement at a press conference in Paris July 28. Pending regulatory and stockholder approvals, the creation of an industry powerhouse with $35 billion in market value is expected to be completed by the first quarter of 2014.
The alliance will bring under one roof agencies including Omnicom’s BBDO Worldwide and Publicis’s Leo Burnett and Saatchi & Saatchi, extending their presence in every major market.
Ex-Intelsat General Counsel Joins Milbank’s Washington Office
Phillip Spector, who for the past eight years has been general counsel and head of business development at satellite operator Intelsat, joined Milbank, Tweed, Hadley & McCloy LLP’sWashington office.
At Intelsat, Spector’s responsibilities included strategic ventures and acquisitions, government affairs and regulatory matters, procurement and provisioning of satellite capacity, and multibillion dollar financing transactions, the firm said.
Before joining Intelsat in 2005, Spector was the managing partner of the Washington office of Paul, Weiss, Rifkind, Wharton & Garrison LLP, a member of the firm’s management committee, and chairman of its communications and technology group.
Spector will work closely with space-business partners Peter Nesgos in New York and Dara Panahy in Washington. He will also handle corporate and telecommunications matters.
“Phil will actively support our goal to solidify and broaden our significant market presence in the space business and expand our activity for existing satellite operator and manufacturer clients, along with the major banks and investment funds active in the sector,” Nesgos, who leads Milbank’s space business group, said in a statement. “We see space and telecoms continuing as a growth-engine for economies on a world-wide basis.”
Milbank has 600 lawyers at 11 offices in the Americas, Europe and Asia.
Antitrust Partner Joins Latham & Watkins in Brussels
Latham & Watkins LLP announced that antitrust lawyer Sven Volcker will join the firm’s Brussels office as a partner in the litigation department. He was previously at Wilmer Cutler Pickering Hale and Dorr LLP.
Volcker’s practice includes counseling on EU antitrust rules, merger clearance, cartel and other cases. In 17 years of practice, he has advised on cross-border M&A matters and multi-jurisdictional cartel and abuse of dominance cases in industries such as aviation, high technology, software and financial services, the firm said.
Volcker is the second antitrust partner to join the firm’s Brussels office recently. Lars Kjolbye is also joining the Brussels office from Covington & Burling LLP.
“They are tremendous practice-builders, formidable practitioners and great team players,” Michael Egge, global co-chairman of Latham & Watkins’ antitrust and competition practice said in a statement about Volcker and Kjolbye. “The addition of these experienced partners to our European and global practice is a testament to our commitment to build a uniquely qualified, highly skilled team that can handle a wide range of complex, high-stakes assignments for our clients.”
Latham has more than 2,000 lawyers in 31 offices in the U.S., Europe, Middle East and Asia.
Michigan Attorney General Seeks Role in Detroit Bankruptcy
Michigan’s attorney general joined the Detroit bankruptcy case, two days after announcing he would represent retired city workers by seeking to enforce a clause in the state constitution that shields pensions from cuts.
The filing yesterday in U.S. Bankruptcy Court in Detroit by Attorney General Bill Schuette didn’t indicate whether he was seeking to supplant the private lawyers already hired by the city’s pension systems, to represent a proposed committee of retired city workers or to act in some other capacity.
Yesterday’s move puts Schuette, 59, on both sides of the debate over Detroit’s $18 billion bankruptcy. He has already gone to a state appeals court on behalf of Governor Rick Snyder, a fellow Republican, to defend the bankruptcy filing, which the governor authorized on July 18.
Schuette asked a state appeals court to put on hold a lower court’s July 19 ruling that Detroit’s Chapter 9 filing violated the Michigan Constitution, which says public pension benefits are an obligation that can’t be diminished.
The attorney general said on July 27 that he would join the dozens of lawyers representing city workers, retirees, bondholders and other creditors that are working on the case.
“I will defend the rights of Michigan citizens and defend the Constitution of the state of Michigan,” he said in a statement.
Schuette went on to say that he will continue to “aggressively represent” Snyder, who was sued by city pension officials that sought to prevent the bankruptcy.
Joy Yearout, Schuette’s spokeswoman, didn’t immediately return a call for comment.
The case is City of Detroit, 13-bk-53846, U.S. Bankruptcy Court, Eastern District of Michigan (Detroit).
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