It's a great time to be a healthcare M&A banker. Consider the converging factors in your favor: Branded pharmaceutical companies with billions in extra cash have either faced, or will soon face, patent expirations for some of their top-selling drugs, making them anxious buyers with some big revenue holes to fill. Generic drug makers, and even large-cap biotechs, are looking to capitalize by both expanding their global reach and balancing their own revenue streams with areas typically not known as their specialties: branded drugs, in the case of generics, and generic drugs, in the case of biotechs. Healthcare reform is helping push consolidation among the world's biggest pharmacy benefits managers and healthcare services companies. Put them all together, and you have an M&A frenzy in early 2012, and April in particular.
According to Thomson Reuters, $14 billion worth of pharmaceutical deals have been signed since the beginning of 2012, a 44% jump from the same period last year and the biggest M&A start to a year in the sector since 2009, when volume was inflated by Pfizer Inc.'s $68 billion buyout of Wyeth. And since April 11 alone, eight deals -- or bids -- worth anywhere from $700 million to roughly $12 billion have been announced, with more likely on the way. All of which means good times for those who are getting in on the action.
The April whirlwind started with Takeda Pharmaceutical Co. Ltd., Japan's largest drugmaker, announcing an $800 million acquisition of gout treatment provider URL Pharma Inc., based in Philadelphia. Takeda has been expanding globally to not only compensate for recent patent expirations of Actos, its Type 2 diabetes drug, and Blopress, which treats high blood pressure, but to brace for the Japanese government's stated desire to increase generic penetration. Last year, it paid $12.6 billion for Swiss rival Nycomed International Management GmbH.
For financial advice on the URL deal, announced April 11, Takeda turned to a group at Goldman, Sachs & Co. including Torrey Browder and Lorence Kim in New York; Bartosz Ostenda in San Francisco; and Satoshi Yamagata in Tokyo. Goldman had advised Nycomed on its sale to Takeda as well as Cambridge, Mass.-based Millennium Pharmaceuticals Inc. when it was bought by Takeda for $8.8 billion in 2008.
A Sidley Austin LLP team led by Robert Verigan and John O'Hare provided legal advice to Takeda, while Ropes & Gray LLP's Marko Zatylny and Paul Kinsella represented URL (Zatylny also advised Becton, Dickinson and Co. on the $730 million sale of its laboratory products business to Corning Inc., a deal announced a day before Takeda's transaction). J.P. Morgan Securities LLC was URL's financial adviser.
From there, the activity came fast and furious. On April 18, pharmacy benefit manager Lisle, Ill.-based SXC Health Solutions Corp. signed a $4.4 billion deal to buy rival Catalyst Health Solutions Inc., a quick response to the closing of the $29 billion Express Scripts Inc.e_SEnDMedco Health Solutions Inc. merger and a continuation of a trend of consolidation in the sector. Gary Gerstman led a team at Sidley Austin, including Mark Langdon, Scott Williams and Tracey Nicastro, representing SXC in the deal. Gerstman says the firm has handled seven acquisitions for SXC, starting with its acquisition of National Medical Health Card Systems Inc. in 2008.
"I began representing SXC in 2007, when one of SXC's board members, who worked with Sidley on M&A and other corporate matters, introduced me to the SXC management team," he says.
J.P. Morgan's Jeff Stute and Stas Byhovsky and Barclays Capital's Jed Brody and Mark Hanson advised SXC along with the Sidley Austin team.
Catalyst, meanwhile, hired Thomas Janson, Alan Stone and Richard Gray of Milbank, Tweed, Hadley & McCloy LLP and Donald Belovich and Simon Romano of Stikeman Elliott LLP as its legal counsel. The target turned to Jason Silvers, Brian Kane, Michael Rimland and Jim Sinclair at Goldman Sachs for financial advice.
Repeat engagements would become a theme as the week rolled on. Led by CEO Andrew Witty, GlaxoSmithKline plc announced a $2.59 billion unsolicited bid for longtime business partner Human Genome Sciences Inc. on April 19, an offer that was long expected, given the strong drug development ties between the two and HGSI's slumping stock.
Perhaps the advisory team should have been expected too: GSK turned to a group including Lazard's David Gluckman and Cleary Gottlieb Steen & Hamilton LLP's Benet O'Reilly, both of whom worked on the U.K. pharma giant's $3.6 billion acquisition of Stiefel Laboratories Inc. in April 2009 (O'Reilly has advised on three additional GSK deals: its $1.65 billion buyout of Reliant Pharmaceuticals Inc. in November 2007; its $57 million acquisition of Genelabs Technologies Inc. in October 2008; and its agreement to pay $212.89 million to boost its stake in Theravance Inc. by 10 million shares on April 3).
Wachtell, Lipton, Rosen & Katz was also part of the GSK team advising on the HGSI bid, though the firm didn't participate in the Stiefel deal. Skadden, Arps, Slate, Meagher & Flom LLP's Marc Gerber and Michael Rogan are representing HGSI, which has responded to GSK's advances by putting itself on the auction block. Goldman Sachs and Credit Suisse Group are running the sale process for the company.
Pfizer, meanwhile, tapped a familiar group for assistance in its $11.85 billion divestiture of its nutrition business to Nestlé SA. Skadden's Paul Schnell and Morgan Stanley's Carmen Molinos both advised Pfizer on the sale, announced April 23, and the largest healthcare deal of the year to date. Schnell and Molinos both worked on Pfizer's sale of its capsule-making business, Capsugel, to Kohlberg Kravis Roberts & Co. LP for $2.38 billion last year.
At least one more divestment is on its way, as Pfizer, under CEO Ian Read, aims to shed its animal health business, most likely via an initial public offering that the drugmaker is expected to file documents for later this year. J.P. Morgan Chase & Co. is assisting the drugmaker in evaluating its options for that unit.
For help in buying the Pfizer business, Nestlé turned to advisers including Mayer Brown LLP's John Boelter, Mark Uhrynuk and David Carpenter; Rothschild's Jim Lawrence, Lawrence Portman and Nicholas Barnes; and Deutsche Bank AG's Bruce Evans, Joseph DiMondi and Scott Bell. Mayer Brown advised Nestlé on a similar purchase in 2007, when the Swiss company bought the Gerber baby food business of Novartis AG for $5.5 billion.
While Pfizer grabbed the majority of the headlines on April 23, that same day AstraZeneca plc made its biggest splash since 2007, agreeing to pay $1.26 billion for Ardea Biosciences Inc. and its gout treatment portfolio. The company is facing a looming succession of patent expirations on many of its key drugs, and on April 26, its CEO, David Brennan, reacting to investor discontent, announced plans to resign.
AstraZeneca has been staunch in claiming it won't pursue a megamerger in the mold of its widely panned $15.2 billion deal for MedImmune Inc. in 2007, but will look instead for smaller deals. The company tapped Morgan Stanley's Thomas Sheehan, Siddhart Nahata and Susan Huang for financial advice on the Ardea purchase, and a Covington & Burling LLP team led by Catherine Dargan, Stephen Infante, Emily Leonard and John Hurvitz provided legal counsel.
Paul Hastings LLP partner Carl Sanchez, meanwhile, represented Ardea, which did not use a financial adviser.
Generics specialist Watson Pharmaceuticals Inc. also stepped into the M&A fray, announcing the biggest acquisition in its history on April 25 -- a $5.62 billion deal for Actavis Group hf. Watson looked to Latham & Watkins LLP, Skadden and Bank of America Merrill Lynch for legal and financial advice, leaning on the same firms that helped fashion its $1.75 billion deal for Arrow Group in 2009. Latham's R. Scott Shean and Skadden's Ingrid Vandenborre and Steven Sunshine each worked on both of those acquisitions.
Actavis was advised by a Blackstone Advisory Partners LP team led by Jitesh Gadhia, as well as a Deutsche Bank group led by Anthony Whittemore. Linklaters LLP partners Ian Bagshaw, Aisling Zarraga and Elizabeth Conway provided legal advice.
Even big biotech jumped into the act, with Amgen Inc. further blurring the lines between itself and Big Pharma by buying a generics company. Pushing to expand and stock up on developmental compounds to counter the relative stagnation of its own pipeline and the pressure facing its flagship anemia franchise, Amgen could now easily be mistaken for a pharma company.
Having already spent nearly $1.5 billion on two acquisitions this year, on April 25 Amgen said it paid $700 million for Turkish generics company Mustafa Nevzat Ilaç Sanayii AS. Michael McDonald and Richard Sultman of Cleary Gottlieb and Elvan Aziz and Selin Barlin of Turkish law firm Paksoy & Co. provided legal advice.
The California biotech is set to get a new CEO with a dealmaking background later this month when former Morgan Stanley healthcare banker Bob Bradway, currently Amgen's president and COO, steps into the role.
The only pharmaceutical genre seemingly left out of the M&A frenzy was specialty pharma -- drug companies specifically targeting niche products. That changed on April 27 when Jazz Pharmaceuticals plc pounced on leukemia treatment developer EUSA Pharma Inc. Jazz, which merged with Ireland's Azur Pharma plc in September, will shell out as much as $700 million for EUSA.
Jennifer Fonner DiNucci of Cooley LLP helped lead a team on both of Jazz's expansion plays. Baker & McKenzie LLP and A&L Goodbody Solicitors were also involved in both transactions.
Jazz did switch its financial advisers, however. After tapping J.P. Morgan Securities for the Azur merger, it looked to Barclays Capital's Drew Burch, Matt Young and Jordan Bliss for financial advice in the EUSA deal. K&L Gates LLP and Morgan Stanley were EUSA's legal and financial advisers, respectively. -- Ben Fidler
Just months after AT&T Inc. dropped its $39 billion offer for Deutsche Telekom AG's T-Mobile USA Inc. due to antitrust concerns, the Dallas telecom giant jumped back into the dealmaking ring -- this time as a seller -- with its early April divestiture of a 53% stake in its Yellow Pages business to Cerberus Capital Management LP for $750 million in cash and $200 million in debt.
After working for a good part of 2011 on the failed T-Mobile deal, longtime AT&T counsel Sullivan & Cromwell LLP shifted gears to advise AT&T on its auction of YP Holdings LLC, which publishes 1,200 Yellow Pages print titles as well as online advertising networks and directories.
Sullivan's Joseph Frumkin, Eric Krautheimer, Hydee Feldstein, Matthew Friestedt and tax partner Andrew Mason, who all worked on the T-Mobile mandate, returned for the Yellow Pages sale. Joining them were partners Robert Downes, Krishna Veeraraghavan, Nader Mousavi, Erik Lindauer, Robinson Lacy and intellectual property partner Spencer Simon.
Before the T-Mobile assignment, Sullivan advised AT&T on its $2 billion acquisition of Qualcomm Inc. spectrum assets in December 2010. One of Sullivan's more notable AT&T mandates involved counseling the company on its $89 billion stock and debt acquisition of rival BellSouth Corp. in 2007, which Krautheimer and Frumkin worked on.
AT&T turned to fresh faces for financial advice on the Yellow Pages sale. Bank of America Merrill Lynch's Mark Bush and John Harrison and Citigroup Inc.'s Eric Medow, Jesse Davis and Rosanne Kurmaniak advised the seller. In its pursuit of T-Mobile, AT&T had commissioned a cadre of advisers including a Greenhill & Co. team led by founder Robert Greenhill, an Evercore Partners Inc. team headed by co-founder Roger Altman and J.P. Morgan Chase & Co. bankers led by North American co-head of M&A James Woolery.
Cerberus tapped longtime legal counsel Schulte Roth & Zabel LLP. David Rosewater, André Weiss, Howard Epstein, Kirby Chin, Frederic Ragucci, employee benefits partners Ronald Richman and Laurence Moss, tax partner Alan Waldenberg, intellectual property partner Robert Kiesel, and real estate partners Julian Wise and Robert Nash counseled the New York PE firm on the directory acquisition.
AT&T's Yellow Pages business has been declining. It recorded $3.3 billion in sales in 2011, down about 15% from 2010. UBS Investment Bank and Wells Fargo Securities LLC expect the unit's sales to fall a further 16% in 2012.
Rosewater, who has counseled Cerberus on deals for about a decade, says the AT&T deal is among the "many complicated carve-outs" within the telecom sector that he and Schulte have worked on for the New York private equity firm. Others include Cerberus' 2004 acquisition of Atlanta-based Cingular Wireless LLC's interactive wireless unit for an undisclosed price and its purchase with Ten X Capital Partners LLC of the core assets of bankrupt Canadian telecom Teleglobe Inc. for $155.3 million in 2002.
The Yellow Pages acquisition "was even more complicated than those because this business was very integrated into AT&T for a long time -- all aspects were intertwined with AT&T," Rosewater says. This included union relationships, which Schulte Roth's Richman and Moss were tasked with unraveling. -- Michael Rudnick