Slaughters and HSF lead on AbbVie’s £30.1bn bid for Shire

Herbert Smith Freehills and Slaughter and May are advising on the proposed takeover of Dublin-based Shire, by US drug manufacturer AbbVie.

AbbVie increased its offer by 11 per cent on Tuesday (8 July), from £46.26 a share up to £51.15 – based on a mixture of cash and AbbVie shares. The offer values the company at £30.1bn.

The move is the second attempt by a US pharmaceutical giant to buy a London-listed rival, following Pfizer’s £69bn failed bid for AstraZeneca last month (28 April 2014). 

Abbvie has instructed Herbert Smith Freehills in the UK for advice, working alongside a team from Sullivan & Cromwell’s New York office. 

Meanwhile, Slaughters has won the key role for Shire, with Davis Polk taking the lead for the UK-listed company on US law matters. 

Herbert Smith Freehills fielded a team led by global M&A chief Stephen Wilkinson, corporate partners Gillian Fairfield and client relationship partner (on corporate matters) James Palmer. Sullivan & Cromwell’s offering was led by corporate partner Matthew Hurd. 

Slaughters’ team for Shire was led by M&A chief Stephen Cooke and corporate partner Martin Hattrell, with corporate partner Adam Eastell and associates Paul Mudie and Emma Plaxton. 

Davis Polk turned to its global M&A co-head George Bason, corporate partners William Chudd and John Meade. 

The deal is thought to have had particularly heavy implications for the UK Takeover Panel, which yesterday (9 July) stepped in to force AbbVie to retract its claim that Shire shareholders supported the proposed acquisition. The move followed claims that the declaration broke rule 19.3 of the Takeover Code, in that support wasn’t declared in writing. 

Background to this deal: 

Following in the footsteps of Pfizer, AbbVie is the latest US pharma company to attempt an ‘inversion’ – using public M&A as a tool to escape the high tax rate relating to US-based businesses. 

Both Slaughter and May and Herbert Smith Freehills are longstanding advisers to Shire and AbbVie respectively. 

Slaughters recently advised Shire on the acquisition and financing aspects of its $4.2bn buyout of rare disease company ViroPharma Incorporated in November 2013. Davis Polk was also instructed on US aspects on that particular deal. 

Herbert Smith Freehills also has a relationship with AbbVie, which was formed last year as a spin-off from medical products company Abbott. The firm has previously advised the client on a number of patent and licensing disputes in the UK and Europe relating to its key product, arthritis treatment Humira. It’s thought the corporate mandate to advise on the Shire acquisition was won off the back off that existing relationship.