Shearman & Sterling is helping Boston Scientific pile the pressure on Johnson & Johnson’s troubled bid for Guidant. Boston Scientific announced on 5 December 2005 that it is offering $72 (£41) of cash and stock per Guidant share – an offer totalling $25bn (£14.2bn), which is around $3bn (£1.7bn) higher than the value of Johnson & Johnson’s present bid. Johnson & Johnson originally offered $25.4bn (£14.4bn) for the company in December 2004, but revised its bid to $21.5bn (£12.2bn) last December following a series of Guidant product recalls. Shearman is representing Boston Scientific through New York M&A head Peter Lyons. Skadden Arps Slate Meagher & Flom is acting as counsel to Guidant through Chicago corporate partner Charles Mulaney, while Cravath Swaine & Moore’s corporate managing partner Robert Townsend is acting for Johnson & Johnson.
Peter Lyons was a busy man last month. Along with fellow Shearman & Sterling partner Clare O’Brien, he scooped a rare instruction from chemical giant BASF, advising on its hostile bid for smaller US rival Engelhard. The mandate was a coup for the US firm, as BASF has a huge in-house legal function and rarely instructs external lawyers. It launched its hostile bid for Engelhard on 3 January, with a $4.9bn (£2.7bn) all-cash takeover offer of $37 (£21) per share. The move follows Engelhard’s rejection of a friendly offer on 21 December. Last year, BASF’s acquisitions included Swiss firm Orgamol, the North American business of Lati USA and Leuna Miramid. It also disposed of its ink printing business to CVC Capital Partners. Shearman has acted for BASF in the past; in 2004, it advised the conglomerate on $2.5bn (£1.4bn) debt facility.
Gide Loyrette Nouel led a host of firms advising on the partial privatisation of the French state-owned motorways. Partner Jean-Emmanuel Skovron advised the French government on the share transfer in mid-December 2005, raising a total of €14m (£9.63m). The companies, Autoroutes du Sud de la France (ASF), Autoroutes Paris Rhin Rhône (APRR) and Sanef, were advised by Darrois Villey Maillot Brochier, Willkie Farr & Gallagher and Allen & Overy respectively. ASF’s investor Vinci was advised by Rambaud Martel; a consortium of Eiffage and Australian bank Macquarie was represented by Bredin Prat and Clifford Chance in its acquisition of APRR shares; and Sullivan & Cromwell acted for the Abertis-led consortium, which acquired Sanef.
Down under, Australian firm Clayton Utz bagged an instruction to advise pharmaceuticals giant Mayne Group on its A$1.8bn (£77m) demerger, splitting its global injectable pharmaceuticals business and its domestic healthcare business. The international arm will be known as Mayne Pharma, while the domestic business is called Symbion Health. Clayton Utz M&A head Rod Halstead led the team. The demerger was a capital reduction and scheme of arrangement, with existing shareholders receiving a one-for-one issue of new shares in the international business Mayne Pharma.