Skadden Arps Slate Meagher & Flom and Freshfields Bruckhaus Deringer have scooped key roles on Pfizer’s proposed multi-billion dollar takeover of UK pharmaceuticals rival AstraZeneca.
The transaction would be one of the global drugs industry’s largest-ever deals, and the biggest foreign acquisition of a British company.
Skadden is advising Pfizer on both US and UK matters related to the transaction.
The firm’s team in London is led by corporate partners Michael Hatchard and Scott Hopkins, with support from corporate associate Adam Howard. Partner Tim Sanders is advising on tax.
In the US, Skadden has fielded corporate partners Paul Schnell, Sean Doyle and Michael Chitwood with assistance from corporate associate Grace Fu. Partner Sally Thurston advised on tax, and partner Sharis Pozen on competition aspects.
Clifford Chance is advising the US pharma giant on the antitrust aspects of the proposed acquisition, fielding a global team led by Brussels-based competition partner Tony Reeves.
Freshfields is advising AstraZeneca on the approach, led by corporate chief Julian Long. Meanwhile, Davis Polk & Wardwell is also playing a role for the UK-based pharma business, led by corporate partner Paul Kingsley in New York.
Pfizer confirmed it had re-established contact with AstraZeneca at the weekend, after the UK group turned down an initial approach in January. That deal had would have taken the form of a cash and shares transaction valuing the company’s equity at £58.8bn – a sum that AstraZeneca slammed as “very significantly” under par.
Under UK Takeover Panel rules, Pfizer now has until 5pm on May 26 to announce its firm intention to make an offer for the business.
Background to this deal:
Both Skadden and Freshfields have longstanding relationships with their respective clients on this mega-deal.
Skadden has advised Pfizer in a raft of substantial transactions in recent years, including the sale of its nutritional business to Nestle for $11.9bn in April 2012 – its biggest acquisition since 2001. New-York based partner Paul Schnell also played a key role in that deal.
Freshfields partner Julian Long is close to client AstraZeneca, having advised on the UK pharma giant’s merger with Swiss rival Novartis back in 1999 (12 June 1999).
The firm also scooped the role of key adviser to the client in 2007, when it bought MedImmune for $15.6bn.
Davis Polk & Wardwell served as US counsel to AstraZeneca on the transaction (24 April 2007).
This deal is the latest in a flurry of pharma deals to hit the market over the past week. Last week, Valent and activist investor Bill Ackman launched a joint $45bn unsolicited bid for Botox-maker Allergan. Meanwhile, GlaxoSmithKline and Novartis settled on a $20bn asset swap. Julian Long has also been busy advising Freshfields on its advice for Novartis on that transaction (22 April 2014).
According to Thomson Reuters, the healthcare sector accounted for 81 per cent of last week’s announced deal value, which topped $100bn for the second consecutive week.