Slaughters, Niederer Kraft & Frey and Wachtell Lipton Rosen & Katz represented Actelion, while Cravath, Swaine & Moore, Homburger and Sexton Riley are acting as legal advisers to Johnson & Johnson. Cravath’s team was led by partners Robert Townsend and Damien Zoubek.
Slaughters’ lead partners included corporate and M&A partners Simon Nicholls and David Johnson, while Niederer Kraft & Frey advised with teams lead by partners Philipp Haas and Ulysses von Salis. Wachtell had partners Dan Neff and Greg Ostling as leads.
The transaction is the first major deal Slaughters has done for Actelion after being introduced through Niederer Kraft & Frey. Johnson said: ‘It was a complex transaction, which took detailed negotiations. However both companies had sophisticated legal teams and the work got done.’
The world’s largest healthcare company’s cash offer stands at $280 per Actelion share, valuing the biotech company at $30bn. The transaction involved various conditions, including Actelion’s creation, by way of demerger, of a new R&D biotech company spin-off based and listed in Switzerland. Johnson & Johnson will take an initial 16% holding in the new entity, with the possibility to rise to 32%.
This spin-off will allow Actelion to keep control of early stage drug development, while giving Johnson & Johnson access to treatments for pulmonary diseases and arterial hypertension.
Cravath has acted for Johnson & Johnson in the past including in September last year when the healthcare giant announced a definitive agreement to acquire Abbott Medical Optics for $4.3bn in cash, with Cravath’s Robert Townsend as lead partner.
The transaction is expected to close by the end of the second quarter of this year and is subject to various clearances.