Dealwatch: $ 39 billion AstraZeneca deal concludes yr of pharmaceutical increase as advisors safe roles in G4S bidding warfare
Weekend news of AstraZeneca’s $ 39 billion deal to acquire Alexion Pharmaceuticals closed the 2020 pharma boom in style with the largest acquisition of a U.S. target company and the largest acquisition financing of the year.
Elsewhere, advisors benefited from another big ticket deal as the bidding war increased for security services company G4S with an offer from Allied Universal and a £ 3.8 billion stock valuation.
AstraZeneca announced on Saturday (Dec. 12) that it had agreed to acquire Boston-based Alexion as the buyer continues to make progress in developing a coronavirus vaccine with Oxford University.
Such a high profile deal will be a big shot in the arm for Freshfields Bruckhaus Deringer. American ambitions as a major investment last year in the New York team led by Ethan Klingsberg appear to be paying off with an instruction from AstraZeneca. The predominantly New York-based team that served the buyer was comprised of corporate partners Klingsberg, Sebastian Fain and John Fisher (Silicon Valley), Lori Goodman, tax partner Robert Scarborough, financial partner Kyle Lakin, and DC-based antitrust partner Mary led by Lehner and Justin Stewart-Teitelbaum, IP partners Mena Kaplan and litigation partners Adam Siegel and Meredith Kotler.
The team also included a London contingent that included corporate partners Julian Long, Jennifer Bethlehem and Kate Cooper, and antitrust partner Simon Priddis.
Wachtell, Lipton, Rosen & Katz worked for Alexion with a team made up of corporate partners Daniel Ne, Mark Gordon and Sabastian Niles, cartel partner Nelson Fitts, compensation partners Adam Shapiro and Erica Bonnett, restructuring partner Eric Rosof and tax partner Tijana Dvornic was directed.
In the meantime, Macfarlanes worked for Alexion in the UK. The team was led by corporate partners Harry Coghill and Charles Martin, including tax and rewards partner Peter Abbott.
The $ 39 billion deal includes $ 60 in cash for every $ 175 share of Alexion and 2,1243 AstraZeneca American Depository shares, a 40% premium on Alexion’s closing price of $ 120.48 on Friday. The funding will be based on a $ 17.4 billion bridge facility provided by Morgan Stanley, JP Morgan and Goldman Sachs.
Elsewhere, Cleary Gottlieb Steen & Hamilton, Linklaters, and Freshfields are involved when Allied Universal tried last week to stop a hostile offer from rival GardaWorld for G4S.
With the recommended offer, Allied Universal would acquire all of G4S’s issued and outstanding share capital for 245 pence per share, with the deal having a total capital value of approximately £ 3.8 billion. The G4S Board of Directors has announced that it will unanimously recommend that G4S shareholders accept the Allied Universal offer and reject GardaWorld’s offer of 235 pence per share.
Allied Universal is 43% owned by funds controlled by Warburg Pincus and 35% by funds managed by Caisse de Dépôt et Placement du Québec, as well as other financial investors and management. The combination of Allied Universal and G4S would create a leading integrated security business with sales of approximately $ 18 billion, operations in more than 90 countries and an extensive portfolio of blue-chip customers in the public and private sectors.
Cleary is a senior attorney and antitrust attorney for Allied Universal with a team led by New York partners Jim Langston and Sam Bagot in London. The global cartel team was led by partners Jeremy Calsyn in Washington DC and Christopher Cook in Brussels.
New York partner Michael Albano advises on executive compensation and Jason Factor, Corey Goodman and Richard Sultman advise on tax advice. Alexis Collins in DC and Jonathan Kelly in London advise on litigation and enforcement.
Freshfields is also working for the bidder with a team led by partners Alison Smith and Paddy Ko in London. Linklaters partners Aedamar Comiskey, Nick Rumsby and Kanyaka Ramamurthi led the deal for G4S.
Ben Spiers from Simpson, Thacher & Bartlett worked for GardaWorld and Kirkland & Ellis for BC Partners, which has a 51% stake in GardaWorld, led by corporate partners David Higgins and Tom Bartram and mutual fund partner Andy Shore.
Cleary M&A partner Sam Bagot told Legal Business, “Doing business in the public market has not always worked. When it comes to ratings, there is not always consensus. This is the driving force in the public market – with the exchange rate and pandemic, buyers can shop at attractive prices. There will be more of this on the public side. If the pandemic improves quickly and the Brexit situation clears, the UK’s assets will remain relatively better than the US. ‘
Cleary Partner Tihir Sarkar said, ‘In the FTSE 250, most UK companies have global sales and not all of their revenue from the UK. While there are macro problems, they are well hedged in some form. One damper could be the national security law, which comes into force next year. It’s pretty far-reaching and could make overseas investors in the UK cautious and reduce the volume of business. ‘