April 11, 2012 6:45 PM

Latham Watkins and Ropes Gray Dose up on Pharma Deals

Posted by Brian Baxter

Ropes Gray and Latham Watkins are among several Am Law 100 firms landing lead roles this week on a quartet of deals in the pharmaceutical and biosciences sector.

Pepper Hamilton, Shearman SterlingSidley Austin, and Sullivan Cromwell have also picked up work from the transactions, which include URL Pharma’s purchase by Takeda Pharmaceuticals; the sale of Becton Dickinson’s biosciences unit to Corning; Genstar Capital’s acquisition of eResearch Technology (ERT); and KAI Pharmaceuticals’s sale to Amgen.

Philadelphia-based specialty drug company URL Pharma has turned to Ropes for counsel on its proposed $800 million sale to Osaka-based Takeda, the latest move in a series of transactions in recent years by Japanese companies moving into the U.S. drug market.

URL is being advised by a team from Ropes that is led by MA partner Marko Zatylny and securities and public companies cohead Paul Kinsella and that also includes tax partners David Saltzman and Renata Ferrari, IP partner Mark Bellomy, and antitrust counsel Deidre Johnson. URL’s general counsel is E. Brendan Magrab.

Takeda has turned to a team from Sidley that includes corporate partners Robert Verigan and John O’Hare, employee benefits partner Robert Ferencz, tax partner Suresh Advani, antitrust partners Marc Raven and John Treece, and litigation and compliance partners Karen Popp and Rob Keeling.

George Kokkines, associate general counsel for litigation and compliance for Takeda’s North American subsidiary, is a former Sidley associate. Takeda’s chief compliance officer in the U.S. is Jeanine Jiganti. Tadashi Ishikawa, a partner at Japanese firm Oh-Ebashi LPC Partners, serves as a corporate auditor for Takeda in Japan.

Last year Takeda turned to CMS Cameron McKenna and Edwards Angell Palmer Dodge for counsel on its $13.7 billion acquisition of Swiss rival Nycomed. Edwards Angell (now called Edwards Wildman Palmer after a merger last year) had previously handled Takeda’s $8.45 billion acquisition of Cambridge, Massachusetts-based Millennium Pharmaceuticals in 2008.

Takeda’s proposed takeover of URL follows a similar move last month by Japanese chemical company Asahi Kasei to buy Chelmsford, Massachusetts-based Zoll Medical, a $2.2 billion deal that landed roles for Cleary Gottlieb Steen Hamilton and Goodwin Procter, according to our previous reports.

Takeda’s purchase price for URL could increase if the company, which makes branded and generic medicines, such as the Colcrys treatment for gout, hits certain benchmarks with its product lines. The sale is expected to close in the next 60 days.

Ropes lawyers were also involved in another biosciences deal this week, representing Franklin Lakes, New Jersey-based medical technology company Becton Dickinson on the $750 million sale of a majority stake in the company’s life sciences unit to Corning.

As with the URL deal, Ropes partners Zatylny, Bellomy, Ferrari, and counsel Johnson also advised Becton Dickinson, along with tax partner Eric Elfman, IP and technology partner David McIntosh, and antitrust partner Michael McFalls. Becton Dickinson’s general counsel is Jeffrey Sherman.

The transaction, expected to close later this year, will see Corning acquire Becton Dickinson’s Billerica, Massachusetts-based Discovery Labware division, which makes tubes, pipettes, flasks, and other products used in laboratory research.

Shearman is advising longtime client Corning on the deal through MA partners Clare O’Brien and David Connolly, global tax cohead Laurence Bambino and tax partner Iain Scoon, employee benefits leader John Cannon III, antitrust partner Jessica Delbaum, IP partner Samuel Waxman, tax counsel Ethan Harris and Simon Letherman, and employee benefits counsel Sam Whitaker.

Vincent Hatton serves as general counsel of Corning, which is based in the city in western New York of the same name.

Another Ropes client is Genstar Capital, a middle market private equity firm based in San Francisco, which announced this week its $400 million acquisition of ERT to expands its presence in the life sciences and pharmaceutical space.

It was Latham that landed the work representing Genstar on the deal, through corporate partners Scott Haber and Nicholas O’Keefe, global finance vice chair Glenn Collyer, IP partner John Wehrli, tax partner Kirt Switzer, and employee benefits counsel Scott Thompson.

Philadelphia-based ERT turned to Pepper Hamilton for outside counsel on the transaction, according to a press release by the firm. Elam Hitchner, the chairman of ERT’s board of directors, is a former Pepper Hamilton partner. Another lawyer, Stephen Phillips, serves on ERT’s board.

Latham also picked up the work this week representing San Francisco-based KAI Pharmaceuticals on its sale to multinational biopharmaceutical company Amgen for $315 million in cash.

Emerging companies and life sciences practice cochair Alan Mendelson and partner Gregory Chin are leading a Latham team advising KAI that includes MA partner Luke Bergstrom, antitrust partner Bruce Prager, IP partner Judith Hasko, regulatory partner J. Benneville Haas, and tax partner Switzer. William Leschensky serves as the vice president of IP at KAI.

Sullivan Cromwell MA partners Frank Aquila and Krishna Veeraraghavan, employee benefits partner Matthew Friestedt, and tax partner Ronald Creamer, Jr., are representing Thousand Oaks, California-based Amgen on the transaction. The firm advised Amgen earlier this year on its $1.16 billion bid for anti-cancer drug developer Micromet. SC also handled Amgen’s $1 billion buy of BioVex Group last year, according to our previous reports.

Amgen’s proposed acquisition of KAI Pharmaceuticals will give the world’s largest biotech company ownership of the target’s development of a drug to treat a side effect of kidney disease, according to news reports. Amgen’s general counsel is David Scott, while Anna Richo serves as the company’s chief compliance officer.

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