Selected Representations

M&A

S&C has advised parties in the following transactions:

• Akzo Nobel in the $14.45 billion sale of Organon BioSciences to Schering-Plough
• Alcon in connection with Novartis’s current two-stage $40 billion acquisition of a controlling interest (77%) in Alcon from Nestlé
• Amgen in the sale of its Japanese subsidiary Amgen KK to Takeda Pharmaceutical; its joint venture with Kirin Pharma; its $300 million acquisition of Alantos Pharmaceuticals Holding; its $420 million acquisition of Ilypsa; its $360 million acquisition of Avidia; and its $2.2 billion acquisition of Abgenix
• Andrx in the company’s $1.9 billion acquisition by Watson Pharmaceuticals 
• Anthem in its $21 billion acquisition of WellPoint Health Networks and in its $4.2 billion acquisition of Trigon Healthcare
• Aventis in it $60.2 billion sale to Sanofi-Synthelabo
• Chiron in the $6.625 billion acquisition by Novartis  
• Eastman Kodak in the $2.55 billion sale of its health segment business to Onex Healthcare 
• Eisai in its $3.9 billion acquisition of MGI Pharma and in its $325 million acquisition of Morphotek
• Fisher Scientific in its $10.6 billion sale to Thermo Electron and in its $3.6 billion acquisition of Apogent Technologies
• Glaxo Wellcome in its $76 billion acquisition of SmithKline Beecham
• HCA in its $32.9 billion sale to an investor group
• IMS Health in its $5 billion acquisition by investment funds managed by TPG Capital, the Canada Pension Plan Investment Board and Leonard Green & Partners – the largest private equity buyout of 2009 – as well as in its proposed (later withdrawn) $7 billion sale to VNU, and in its acquisition of a minority stake in TriZetto Group and in the subsequent sale of that stake back to TriZetto
• Ipsen in its acquisitions of assets of Octagen and the Apokyn and U.S. marketing businesses of Vernalis 
• Medtronic in its $3.9 billion acquisition of Kyphon and in its $3.7 billion acquisition of MiniMed and Medical Research Group
• Pharmacia & Upjohn in its $26.5 billion merger with Monsanto and Pharmacia in its subsequent $59.5 billion sale to Pfizer
• Philips Healthcare and its parent companies in connection with its major medical device and other healthcare acquisitions, including: its $5.1 billion acquisition of Respironics; its $1.7 billion acquisition of Agilent’s medical supplies business; its $1.3 billion acquisition of Intermagnetics General; its $1.2 billion acquisition of MedQuist and the sale of its interest in MedQuist to CBaySystems Holdings; its $1.1 billion acquisition of Marconi Medical Systems; its $420 million acquisition of Visicu; its $280 million acquisition of Stentor; its pending acquisition of Health Watch; its acquisitions of Ximis, Emergin and Optiva; and its $475 million sale of Beltone Electronics to GN Great Nordic
• Sandoz in its $30.1 billion merger with Ciba-Geigy
• Schering-Plough in its $41.1 billion acquisition by Merck 
• UnitedHealth Group in its $2.75 billion acquisition of Sierra Health Services, its $500 million acquisition of John Deere Health Care and its acquisition of Arnett HealthSystem 
• ZENECA Group in its $34.6 billion merger with Astra

Securities

S&C has advised parties in the following transactions:

• Aetna in registered debt offerings 
• Aflac in a registered debt offering 
• Amylin Pharmaceuticals in exempt convertible debt offerings and in registered equity offerings
• Apogent Technologies in convertible debt tender offers in connection with its acquisition by Fisher Electronics 
• Becton, Dickinson and Company in registered offering of debentures
• Chiron in exempt convertible debt offerings and in an exempt debt offering
• Exelixis in its IPO and subsequent registered equity offerings
• HCP in registered equity offerings
• Medco Health Solutions in registered debt offerings and in the spin-off by share distribution to Merck shareholders
• Merck & Co. in a series of registered debt offerings and in exempt equity offerings by Merck KGaA
• UnumProvident Corporation in a series of registered debt and equity and Rule 144A offerings

Litigation

S&C has advised on the following matters:

• Eisai in connection with civil and criminal proceedings in the U.S. and elsewhere arising out of alleged collusive conduct by producers and sellers of bulk vitamins, as well as in a patent infringement action to protect Eisai’s patent on a lucrative anti-ulcer drug against a generic manufacturer. In 2007, following a bench trial, the court entered judgment for Eisai on validity and infringement.
• Glaxo in significant licensing issues arising in connection with its merger with SmithKline Beecham, including with respect to competition issues raised by the parties’ licensing and licensed products.
• MedQuist in a victory on behalf of certain former and current directors of MedQuist in which the Firm obtained the dismissal with prejudice of a putative shareholder derivative action alleging that the directors violated their fiduciary duties in connection with various customer billing issues.
• Novo Nordisk in significant June 2006 victory against competitor Sanofi-Aventis, in which the court rejected every claim in Sanofi-Aventis’s motion alleging Novo Nordisk made false statements under the Lanham Act. Sanofi-Aventis thereafter dropped its lawsuit.
• Oxford Health Plans in various litigation matters, including in government investigations and related class action and derivative litigation arising out of the collapse of Oxford’s stock price; in the successful arbitration of a claim seeking rescission of a multi-million dollar reinsurance contract; and in class actions by Oxford customers and medical providers challenging various Oxford business practices.
• UnitedHealth Group, Inc. in obtaining, and defending on appeal, dismissal of action on behalf of hedge funds seeking to accelerate $850 million of UnitedHealth’s notes.
• Vernalis in U.S. antitrust issues relating to its acquisition of the North American rights to a migraine medication from Ireland’s Elan.
• Willis Holdings in an important April 2007 victory in which federal district court in New Jersey dismissed all federal antitrust and RICO claims brought by classes of insurance policyholders against all of the major insurance carriers and insurance brokers (including Willis).