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Mergers & Acquisitions

Our Mergers & Acquisitions Group handles a broad spectrum of M&A transactions in the healthcare industry, including acquisitions and dispositions, joint ventures, strategic alliances and equity investments. We have played leading roles in some of the most complex M&A deals including counsel to Boston Scientific in its $27.2 billion contested bid for Guidant Corporation. Additionally, we represented Boston Scientific in its agreement to amend its 2004 merger agreement with Advanced Bionics to sell its auditory business and drug pump development program. Our healthcare M&A attorneys played the central role as counsel to the Special Committee of the Board of Directors of HCA Inc. in its $33 billion leveraged buyout by a consortium of private equity firms. Our work in this transaction earned Shearman & Sterling the International Financial Law Review (IFLR) “Deal of the Year” award in Private Equity.

Recently, Shearman & Sterling represented PDL Biopharma in connection with its decision to spin-off its biotech business and we advised Fujifilm Holdings Corporation in its acquisition of Toyama Chemical Co., Ltd. with Taisho Pharmaceutical Co., Ltd. We also represented Sorin Group USA, Inc. in its acquisition of the endoscopic vessel harvesting product line of Datascope Corp. Our Mergers & Acquisitions Group also represented Quest Diagnostics Inc., a leading U.S. provider of medical tests, in its $2 billion acquisition of AmeriPath Inc. from Welsh, Carson, Anderson and Stowe IX, L.P. to add sophisticated tissue screening for cancer, genetic disorders and infectious diseases. We have a long and successful relationship with Novartis having advised Novartis in the $2.5 billion sale of its medical nutrition business to Nestlé S.A., the purchase of Bristol-Myers Squibb’s North American over-the-counter brand portfolio and we were involved in the transaction that resulted in the formation of Novartis.

Our well developed cross-border capabilities are evidenced by our role as counsel to Gambro AB in its $5.4 billion acquisition by Indap AB and our representation of AAIPharma Inc. in connection with its agreement to acquire Cvitkovic et Associés Consultants SA (CAC Oncology). Shearman & Sterling advised Exelixis, Inc., a NASDAQ listed biotech company, on the sale of 80.1% of the shares in its subsidiary Artemis Pharmaceuticals GmbH to Taconic Farms, Inc. We also advised Sun Pharmaceutical Industries Ltd. in its acquisition of Taro Pharmaceutical Industries Ltd.

Representative Mergers & Acquisitions Experience

• AAIPharma Inc. in its acquisition of Cvitkovic & Associés Consultants S.A.
• Banc of America Securities LLC as financial advisor to Alpharma Inc. in its sale of ParMed Pharmaceuticals, Inc. to Cardinal Health, Inc.
• Banc of America Securities LLC as financial advisor to CIGNA Corporation in its acquisition of Great-West Healthcare from Great-West Life & Annuity Insurance Company.
• Biogen Idec, Inc. in its proxy contest with Carl Icahn.
• Boston Scientific Corporation in its unsolicited acquisition of Guidant Corporation; in its sale of Guidant Corporation's vascular intervention and endovascular solutions business to Abbott Laboratories; and in its agreement to amend its 2004 merger agreement with Advanced Bionics to sell its auditory business and drug pump development program.
• Citigroup Global Markets Inc. as financial advisor to King Pharmaceuticals, Inc. in its acquisition of the rights to AVINZA from Ligand Pharmaceuticals Incorporated.
• Clarat Partners LLP in its sale of betapharm Arzneimittel GmbH to Dr. Reddy’s Laboratories Limited with 3i Group plc.
• Computerized Medical Systems, Inc. Holdings Corp. in its acquisition by Elekta AB from The 1818 Fund II, L.P.
• Credit Suisse Securities (USA) LLC as financial advisor to China Medical Technologies in its acquisition of the fluorescent in situ hybridization business of Supreme Well Investments Limited and Molecular Diagnostic Technologies Limited.
• Droege International Group AG in its sale of Madaus AG to Rottapharm S.p.A.
• Exelixis, Inc. in its sale of an 80.1% interest in Artemis Pharmaceuticals GmbH to Taconic Farms, Inc.
• Fujifilm Holdings Corporation in its acquisition of Toyama Chemical Co., Ltd. with Taisho Pharmaceutical Co., Ltd.
• Gambro AB in its acquisition by Indap AB, an indirect jointly owned entity of EQT Partners AB and Investor AB.
• HeartWare International, Inc. in its acquisition by Thoratec Corporation.
• International Chemical Investors GmbH in its acquisition of AstraZeneca PLC’s site in Plankstadt. 
• Morgan Stanley as financial advisor to Schering-Plough Corporation in its merger with Merck & Co., Inc.
• Morgan Stanley & Co. Incorporated as financial advisor to the Special Committee of the Board of Directors of Bausch & Lomb Incorporated in its acquisition by Warburg Pincus LLC.
• MorphoSys AG in its strategic alliance with Novartis AG to establish an innovative therapeutic antibody pipeline and in its acquisition of Serotec Limited.
• NicOx S.A. in its equity investment by Pfizer Inc.
• Novartis AG in the sale of its medical nutrition business to Nestlé S.A.
• PDL BioPharma, Inc. in connection with its decision to spin-off its biotech business.
• Quest Diagnostics Incorporated in its acquisition of AmeriPath, Inc. from Welsh, Carson, Anderson and Stowe IX, L.P. and in its acquisition of POCT Holding AB.
• sanofi-aventis in the sale of its rights to an inhaled human insulin, Exubera, to Pfizer Inc.
• Sorin Group USA, Inc. in its acquisition of the endoscopic vessel harvesting product line of Datascope Corp.
• Sun Pharmaceutical Industries Ltd. in its acquisition of Taro Pharmaceutical Industries Ltd.
• Synthes, Inc. in its acquisition of N Spine, Inc.
• The Special Committee of the Board of Directors of HCA Inc. in its acquisition by a consortium of private equity firms.
• The Special Committee of the Independent Directors of BioVeris Corporation in its acquisition by Roche Holding AG.
• Wockhardt Limited in its acquisition of Morton Grove Pharmaceuticals, Inc.