Practice/Industry Group Overview
Counsel in eight of the ten largest M&A transactions in healthcare and life sciences
Through decades of experience in the transactions and litigation that have defined the healthcare and life sciences industry, Sullivan & Cromwell offers clients comprehensive legal expertise paired with a practical understanding of commercial reality. With a multidisciplinary and integrated global practice, we provide our healthcare and life sciences clients with the leading edge transactional advice and litigation expertise that are crucial to the successful completion of deals and the resolution of disputes. Clients benefit not only from our understanding of the complexities of this industry but also from our vast regulatory knowledge. In 2010, we provided a detailed executive summary of the U.S. Patient Protection and Affordable Care Act.
Lawyers from many different disciplines and across a variety of offices, particularly in our California, New York and Washington, D.C. offices, contribute to our healthcare and life sciences practice so that we can provide our clients with a full range of legal services. We also offer clients ready expertise in both domestic transactions and cross-border acquisitions involving the laws of multiple jurisdictions. We work with clients in the Biotechnology and Life Sciences, Medical Devices, Medical Information Systems and Technology and Pharmaceuticals sectors, as well as Healthcare Providers, Insurance, Managed Care and Related Entities.
Our Mergers & Acquisitions lawyers have played a leading role in many of the most critical and complex transactions ever completed in this industry. We have represented a wide range of healthcare companies in the most significant transactions leading to the consolidation of this sector. Our considerable record of success in healthcare and life sciences includes having advised on eight of the ten largest M&A transactions ever in this sector. In the medical devices sector, the Firm has remained at the forefront of innovation by representing clients that create, manufacture and distribute the technology that enables physicians to deliver better and more efficient patient care. Our biotechnology and our medical information systems and technology clients have a leading global presence, and we have represented them on some of the largest and most significant deals of their kind.
The New York Times DealBook gave S&C an “A” in its annual summation of the “Deal Makers at the Head of the Class” for 2010 for its role advising Alcon’s independent committee of directors in connection with the Company’s sale to Novartis. The deal was part of a multi-stage acquisition through which Novartis acquired, in full, all of Alcon’s shares for a total consideration of more than $50 billion – making it one of the largest buyouts of all time and easily the largest in Swiss history. The January 4, 2011 article noted that “Sullivan & Cromwell lawyers devised a trust to finance any shareholder litigation against Novartis. Even if Novartis was able to replace the Alcon independent directors, Novartis would still face litigation paid for by the trust. Ten months after its initial offer, Novartis . . . paid a price equivalent to Nestlé’s.”
The Firm regularly acts for healthcare and life sciences clients in connection with their capital raising efforts. In many instances, our Securities lawyers provide clients at the forefront of innovation with access to global capital markets that is essential for their growth and survival. We have a long-standing record of success in debt, equity and more complex hybrid offerings for clients in the United States and those outside of the U.S.
Over the last two decades, S&C has helped healthcare providers, insurance, managed care and related entities through highly complex government investigations at both the state and federal level and has also represented clients in some of the most far-reaching and complex securities class actions and shareholder derivative litigations in history. Our Litigation team, which includes many lawyers who have held high-level federal prosecutorial positions, provides clients with an inside perspective that has become increasingly important as regulation of healthcare and life sciences continues to intensify.
Our litigators provide expertise in the Antitrust and Intellectual Property matters pivotal to healthcare and life sciences. We regularly represent clients on patent licensing and infringement issues, as well as in cases involving allegations of price-fixing and false advertising, among many antitrust and IP matters. Our litigators are skilled at discussing complex technical issues at trial in a clear and concise manner that juries have found persuasive and that has led to an impressive record of success for the Firm and our clients.
The S&C Approach
The Firm’s hallmark of success is predicated upon adherence to a fixed set of principles:
- We understand the business goals and objectives of our healthcare and life sciences clients and focus our attention on the most practical and efficient way to complete a transaction or resolve a litigation matter.
- With 12 offices on four continents, we can quickly mobilize strong, efficiently staffed teams specific to a given matter, while also offering our clients the collective strength and resources of the more than 800 lawyers who work at the Firm should that need arise.
- The needs of our clients remain paramount at all times and, with that in mind, we ensure that clients have regular access to the senior members of the S&C team.
- Given the highly regulated and technical nature of healthcare and life sciences, clients benefit greatly from our lawyers’ ability to ferret out salient information and to quickly narrow in on the issues pivotal to a transaction or matter.
Biotechnology and Life Sciences
Our biotechnology and life sciences expertise weds a detailed understanding of the technical issues affecting clients in this sector with a broad-based appreciation of our clients’ strategic business goals and objectives. Given the rapidly evolving technological advancements in this field, our clients benefit from our lawyers’ ability to immediately grasp complex matters and understand them within the larger context of a specific business transaction or legal issue. The lawyers in our practice also understand the web of regulation in this sector and are abreast of the constant legal and regulatory developments affecting our clients.
We work with our global clients at every phase of their company’s and their product’s life cycle, offering the full range of corporate and litigation services at each stage. We advise our biotechnology and life sciences clients on capital raising transactions as well as strategic M&A and joint venture transactions. Our corporate lawyers regularly top all global charts for M&A and capital markets transactions.
With 12 offices on four continents, the Firm seamlessly handles cross-border matters with lawyers who understand the laws of multiple jurisdictions. Our team of litigators, which includes many lawyers who have held high-level federal prosecutorial positions, affords clients a broad perspective on the many regulatory issues within this sector.
S&C has represented pharmaceuticals companies in many of the largest M&A deals ever completed in this sector, while also regularly advising clients on many of the smaller transactions that serve a critical strategic purpose to our clients’ business objectives.
The Firm regularly handles a significant number of capital raising transactions for pharmaceuticals clients in markets ranging from small, particular niches to those with global reach. With unified international presence through our 12 offices on four continents, S&C provides counsel to clients in all areas of the world and regularly handles a significant number of Reg S/Rule 144A offerings for non-U.S. clients.
S&C has a long-standing history on the vanguard of medical device technology, representing clients who invent, manufacture and distribute the innovative technologies and equipment that enable physicians to better care for, and often help save, patients’ lives.
The Firm regularly handles significant M&A and capital raising transactions for our medical devices clients. We seek to understand the specific business objectives of our clients in this sector, whether their market is a small, particular niche or the company has a wide, global presence. With 12 offices on four continents, S&C provides counsel to clients in all areas of the world, handling the regulatory requirements in transactions that involve the laws of multiple jurisdictions.
We represent our medical devices clients in the full range of transactions and matters.
Medical Information Systems and Technology
With the increasing reliance on the Internet and other high-speed information providers, the healthcare and life sciences business has largely moved online. Sullivan & Cromwell has been at the forefront of much of the technological innovation that has occurred within this field and has deep knowledge of the legal and business issues affecting clients in the medical information systems and technology sector. The Firm understands the important intellectual property laws governing e-commerce as well as the complex business models and corporate structures of many of these web-based companies.
We offer our clients teams of lawyers who have vast experience on structuring successful transactions, including working with state and federal regulators to gain clearance for deals. We offer unparalleled experience in the capital raising transactions that are pivotal to companies that are newly formed, as is often the case for clients at the forefront of innovation, as well as advising more established companies on those debt, equity and hybrid offerings essential to their growth and survival.
Our litigators provide expertise in patent licensing and patent infringement issues, as well as in all other aspects of IP litigation and securities and antitrust law.
Healthcare Providers, Insurance, Managed Care and Related Entities
S&C has represented many of the largest healthcare, insurance and managed care providers in the world on significant corporate transactions, as well as on high profile, complex and often sensitive litigation matters. We offer clients unparalleled expertise in both the regulatory and transactional elements of health insurance through our offices in New York, California and Washington, D.C. This critical distinction enables the Firm to understand all the moving parts within this highly regulated sector.
Our litigation team has represented healthcare, insurance and managed care providers in investigations before every major state and federal regulatory agency, as well as in civil and criminal actions throughout the court system. Many of our litigators have held high-level federal prosecutorial positions and bring a rich and broad understanding of the regulatory agencies that govern health insurance providers. Our lawyers regularly appear before the SEC, the Department of Justice, and both the U.S. Attorney’s Office and the New York Attorney General’s Office.
The Firm has handled securities class actions, shareholder derivative actions as well as product liability litigation, among many other matters, for clients in this sector. Our lawyers have the insight and experience to proactively plan a litigation strategy that helps our clients monitor and manage risk and can also mobilize quickly and think on their feet as circumstances necessitate. When matters do go to trial, our litigators, unlike lawyers at many other major firms, have the courtroom experience and confidence to achieve successful results for our clients.
S&C has advised parties in the following transactions:
- AkzoNobel in the $14.45 billion sale of Organon BioSciences to Schering-Plough
- Alcon in the company’s multi-stage sale to Novartis for a total consideration of more than $50 billion, making it one of the largest buyouts of all time and easily the largest in Swiss history
- Amgen in its $1.16 billion acquisition of Micromet; the sale of its Japanese subsidiary Amgen KK to Takeda Pharmaceutical; its joint venture with Kirin Pharma; its $300 million acquisition of Alantos Pharmaceuticals; its $420 million acquisition of Ilypsa; its $360 million acquisition of Avidia; its $2.2 billion acquisition of Abgenix; and its $1 billion acquisition of BioVex
- 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 its $60.2 billion sale to Sanofi-Synthelabo
- Biovail in its $3.2 billion merger with Valeant Pharmaceuticals
- 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, its $325 million acquisition of Morphotek and its $255 million acquisition of Akarx
- 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
- Healthscope in its $2.3 billion acquisition by The Carlyle Group and TPG Capital
- 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 Apokyn and the U.S. marketing businesses of Vernalis, as well as in its acquisition of a stake in Inspiration Biopharmaceuticals
- Kinetic Concepts, a U.S. medical technology corporation, on backup U.S. and E.U. antitrust advice in connection with its $6.3 billion acquisition by a consortium comprising funds advised by Apax Partners (U.K.), together with controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board
- Medco Health Solutions in its $29.1 billion merger with Express Scripts
- Medtronic in its $3.9 billion acquisition of Kyphon and in its $3.7 billion acquisition of MiniMed and Medical Research Group
- NBTY, a manufacturer of vitamins and nutritional supplements, in its $3.8 billion acquisition by The Carlyle Group
- Pharmacia & Upjohn in its $26.5 billion merger with Monsanto and Pharmacia in its subsequent $59.5 billion sale to Pfizer
- Pharmasset in its $11 billion acquisition by Gilead Sciences
- 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
- UnitedHealthcare, a UnitedHealth Group company, in its acquisition of XLHealth Corp.
- ZENECA Group in its $34.6 billion merger with Astra
S&C has advised parties in the following transactions:
- Aetna in registered debt offerings
- Aflac in registered debt offerings
- 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 and debt 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
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).