A host of US and Irish firms are taking the lead on Pfizer’s $160bn merger with pharmaceutical rival Allergan.
Skadden Arps Slate Meagher & Flom is representing Pfizer, with a team including M&A partners Paul Schnell, Sean Doyle and Michael Chitwood in New York. Washington tax partner Paul Oosterhuis is working alongside partners Sally Thurston, Steven Matays and Brian Krause in New York, while IP matters are being handled by Resa Schlossberg and Jose Esteves.
US patent litigation partner Douglas Nemec is also part of the team, along with corporate finance partner Stacy Kanter and health care enforcement and regulation partner John Bentivoglio. Mass torts, insurance and consumer litigation partner Steven Napolitano is additionally working with the company, while European Union and international competition law are being dealt with by partner Ingrid Vandenborre in Brussels.
Pfizer also turned to Wachtell Lipton Rosen & Katz for advice, with a team led by corporate partners Edward Herlihy and David Lam. They were assisted by partner Alison Zieske Preiss and antitrust partner David Schwartz. Partners Jeannemarie O’Brien, Gregory Pessin, Jodi Schwartz dealt with executive compensation and benefits, finance and tax respectively.
Morgan Lewis & Bockius is serving as antitrust counsel to Pfizer with a team led by partners Scott Stempel and Harry Robins, as well as partner Clay Everett. Clifford Chance antitrust partners Marc Besen and Joachim Schütze are also advising Pfizer on all merger control aspects outside the US and Canada.
Meanwhile Irish law issues are being handled by A&L Goodbody partner Alan Casey in New York. He was assisted by corporate partners David Widger and Mark Ward, as well as tax partners Paul Fahy and Peter Maher. Partners Peter Murray and Ciaran Rogers worked on debt matters, with employee benefits partner Keavy Ryan completing the team.
Debevoise & Plimpton is advising Guggenheim Securities and Goldman Sachs & Co as financial advisers to Pfizer, with a team led by partner Andrew Bab, who worked alongside partner Jeffrey Rosen.
The target Allergan has also sought out three US firms and one Irish firm for legal counsel.
Allergan turned to Cleary Gottlieb Steen & Hamilton New York partners Paul Shim and Jim Langston. The team includes partner Michael Albano and counsel Kathleen Emberger, who are providing employee compensation and benefits advice, as well as partner Brussels-based Romano Subiotto QC who is providing non-US antitrust advice.
Partners Jeff Karpf and Meme Peponis, as well as counsel Helena Grannis, are providing capital markets, securities and financing advice. IP partner Daniel Ilan, environmental counsel Richard Bidstrup and litigation counsel David Herrington and Avi Luft are also acting.
Latham & Watkins acted as the company’s second US legal counsel.
Weil Gotshal & Manges partners Steven Newborn and Ann Malester worked on antitrust matters for Allergan in Washington DC.
Meanwhile Arthur Cox corporate partner Geoff Moore is leading the team in Dublin, assisted by corporate partners Chris McLaughlin and Stephen Ranalow. Tax partner Ailish Finnerty is also advising, as well as finance partner Ultan Shannon.
Willkie Farr & Gallagher represented Morgan Stanley as financial advisor to Allergan. The Willkie deal team was led by partner Robert Stebbins.
Upon the closing of the transaction in the second half of 2016, the combined company is expected to maintain Allergan’s Irish legal domicile, with Pfizer having its global operational headquarters in New York and its principal executive offices in Ireland.
The merger is expected to boost Pfizer’s presence in therapeutic areas such as aesthetics and dermatology, eye care, gastrointestinal, neuroscience and urology.
Background to the deal
Earlier this year, the European Commission approved Pfizer’s $17bn acquisition of Hospira, with the company received advice from Ropes & Gray. The other side was represented by Skadden, although the firm has worked with Pfizer before, acting on its proposed takeover of UK pharmaceuticals rival AstraZeneca.
Over the summer, Latham & Watkins and Sullivan & Cromwell won top roles as Teva Pharmaceutical Industries agreed to buy Allergan’s generics business. Cleary this time acted for Allergan on competition law aspects.
Pfizer has said the completion of its recent transaction is subject on the pending divesture of this deal.