Dillon Eustace and SullCrom join A&L Goodbody and Cadwalader on Elan acquisition

Sullivan & Cromwell and Dillon Eustace have taken the lead roles for US pharmaceutical company Perrigo as it acquires Irish-headquartered biotechnology company Elan.

The two firms join A&L Goodbody and Cadwalader Wickersham & Taft, which have retained their roles as advisers for Elan following the failure of a hostile takeover bid by Royalty Pharma earlier this year (23 April 2013).

Perrigo announced plans to take over Elan yesterday. The $8.6bn (£5.6bn) deal, which has been approved by both boards, is expected to close by the end of the year. Perrigo shareholders will own 71 per cent of the combined company with Elan shareholders owning the rest. The company will be incorporated in Ireland.

A Sullivan & Cromwell team based in New York and led by corporate partners Matthew Hurd and Krishna Veeraraghavan is advising Perrigo, alongside Irish firm Dillon Eustace, with corporate head Lorcan Tiernan in charge.

A&L Goodbody has been leading the work for Elan, with partners Cian McCourt and Alan Casey, working alongside a Cadwalader team including New York partners Christopher Cox and Gregory Patti.

Background to this deal:

A&L Goodbody and Cadwalader were brought in to act for Elan when US company Royalty Pharma launched a hostile takeover bid for the company earlier this year, with Matheson and Akin Gump Strauss Hauer & Feld acting for Royalty Pharma.

The bid, which valued Elan at around $7bn, saw Royalty Pharma revise its offer several times. Towards the end of the process, it applied for judicial review of the Irish Takeover Panel’s decision which required the company to lapse the bid. The application was withdrawn after Elan shareholders voted against the proposals.

Ireland’s low corporation tax rate of 12.5 per cent has drawn a number of multinational companies, particularly in the technology and pharmaceutical industries, to set up headquarters there.

A&L Goodbody has a long relationship with Elan, and corporate partner John Given was appointed as the company’s general counsel at the end of February 2013 after advising Elan for many years.