It feels like old times for dealmakers at Novartis AG, Nestlé SA and Alcon Inc. The three companies used largely the same cast of advisers on Novartis' $40 billion agreement Jan. 4 to buy the 75% of Alcon it doesn't already own from Nestlé as they did when Novartis acquired its initial stake in Alcon back in April 2008.
Novartis tapped Gordon Dyal of Goldman, Sachs & Co. for banking advice. Dyal worked on the 2008 deal and led the Goldman team that handled the $5.5 billion sale of Novartis' Gerber baby food business to Nestlé in 2007. On the legal side, Novartis is using Andrew Brownstein, Trevor Norwitz, Martin Lipton, Ben Roth and Michael Byo-
witz of Wachtell, Lipton, Rosen & Katz, which has advised Novartis on several deals over the years, including its purchases of Chiron Corp., Hexal AG and Hexal's U.S. affiliate Eon Labs Inc.
Novartis also tapped Eric Shube of Allen & Overy LLP in New York. Novartis general counsel Thomas Werlen joined the company in 2006 from A&O, where he had worked for five years. He began his career at Cravath, Swaine & Moore LLP, where Shube was once an associate. Daniel Cunningham, the former Cravath and A&O partner who led A&O's team on the initial Alcon deal, left for Quinn Emanuel Urquhart Oliver & Hedges LLP last year. A&O and Cravath teamed up to advise Novartis on the Gerber deal.
Robert Townsend III of Cravath is representing Nestlé, as he did on the 2008 deal, on which Alan Stephenson, then a partner and now retired, also worked. Townsend and Stephenson handled the legal work for Nestlé on its $10.5 billion acquisition of Ralston Purina Co. in 2001. Two other Cravath partners, Philip Gelston and Alyssa Caples, are advising Kraft Foods Inc. on the sale of its U.S. frozen pizza business to Nestlé, a $3.7 billion deal announced Jan. 5 that would help Kraft raise its hostile bid for Cadbury plc. Latham & Watkins LLP partners Julian Kleindorfer and Alex Voxman in Los Angeles represented Nestlé in the pizza buy.
Nestlé used Cravath when it floated 25% of Alcon on the New York Stock Exchange in 2002, and for advice on the first Novartis deal, Cravath suggested that Alcon turn to Keith Pagnani at Sullivan & Cromwell LLP, who's representing the Alcon independent directors on this one. Those directors turned to Bob Greenhill, Tim George and Mike Giaquinto of Greenhill & Co. for banking advice on Novartis' offer to Alcon's public shareholders, which comes at a significant discount to the price Novartis is offering Nestlé for its stake.
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