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Davis Polk, Goldman help Shionogi swallow Sciele

by Lisa Lee and Amy Wu  |  Published September 12, 2008 at 2:11 PM

Japanese drugmakers seem to have developed a taste for overseas acquisitions. This year saw Takeda Pharmaceutical Co. Ltd. make an $8.8 billion offer for Cambridge, Mass.-based Millennium Pharmaceuticals Inc. and Daiichi Sankyo Co. Ltd. pursue a majority stake in India's Ranbaxy Laboratories Ltd., priced between $3.4 billion and $4.6 billion. The latest play: Shionogi & Co. Ltd.'s announcement on Sept. 1 that it intends to buy Atlanta-based Sciele Pharma Inc. for $1.4 billion in cash.

The Japanese pharmaceuticals manufacturer tapped a binational set of advisers for the deal. At Goldman, Sachs & Co., Jason Haas and Amit Hasija, based in New York, and Kunihiro Takahashi and Naoki Toyoizumi, based in Tokyo, are working on the deal. For legal counsel, Shionogi went with a team from Davis Polk & Wardwell with Tokyo-based partner Theodore Paradise and New York-based lawyer Michael Davis in the lead. Paradise, who has been in Davis Polk's Tokyo office since 1991, is admitted to the New York bar and qualified as Gaikokuho-Jimu-Bengoshi, or Foreign Special Member, of the Daiichi Tokyo Bar Association. Davis also has a Japan connection -- he received an LL.B. from University of Tokyo in 1996 -- though he is not part of the bar there.

Sciele Pharma, whose stock surged 59% after it confirmed it had agreed to the Shionogi offer, tapped UBS for advice. Since March 2004, UBS has advised Sciele on nine transactions, including acting as joint bookrunner on Sciele's $325 million convertible notes public offering and as financial adviser on its $124 million purchase of Alliant Pharmaceuticals Inc., both in 2007. On this deal, New York-based healthcare bankers Marc Anthony Hourihan and Robert Steininger were on the UBS crew. For legal advice, Sciele sought counsel from Paul, Hastings, Janofsky & Walker LLP, where Atlanta-based partner Tinley Anderson III led the team. Anderson previously advised Sciele Pharma in last year's $325 million senior note offering.
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Tags: Davis Polk | Goldman Sachs | Paul Hastings | Sciele | Shionogi | UBS
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