Legal Business Blogs

Dealwatch: Baker & McKenzie and Ropes & Gray lead on Merck’s $8.4bn superbug takeover

One of the world’s biggest pharma groups, New Jersey-based Merck, instructed an all-female partner team from Baker & McKenzie to help it execute its $8.4bn takeover of Cubist Pharmaceuticals.

Merck, which generated revenues of $44bn last year, around 30% of which came from the EMEA region, announced late last night (8 December) that it was set to take control of the superbugs specialist as it sought to bolster its antibiotics division. The deal will give Merck access to Cubist’s most valuable drug, Cubicin, which has been used on 2.2 million patients to date to counter the MRSA virus – though a decision today (9 December) by the US District Court, subject to appeal, will mean patent protection for the drug will expire in June 2016 rather than the previously expected 2018. The drug has helped to push Cubist’s sales in the third quarter up by 16% and the company is also one of the biggest investors in new antibiotics, with an annual research budget of $400m.

Baker & McKenzie corporate partner Olivia Tyrrell (pictured), based in Chicago, led on the advice, with support from employment partners Maura Ann McBreen and Carole Spink and the firm’s Brussels-based competition chief Fiona Carlin. Hughes Hubbard also advised Merck on the deal with a team led by James Modlin.

Cubist instructed Ropes & Gray’s Boston-based life sciences duo, Christopher Comeau and Paul Kinsella, on the deal, with the pair having advised on the company’s acquisitions of Trius, Optimer and Adolor after the company entered a period of rapid growth. Kinsella, Ropes & Gray’s co-head of securities and public companies, is well known for advising rare diseases group Genzyme on its $20.1bn sale to Sanofi-Aventis in 2011.

‘Cubist is a global leader in antibiotics and has built a strong portfolio of both marketed and late-stage pipeline medicines,’ Merck CEO Kenneth Frazier said in a statement. ‘Combining this expertise with Merck’s strong capabilities and global reach will enable us to create a stronger position in hospital acute care while addressing critical areas of unmet medical need, such as antibiotic resistance.’