Proskauer, A&O Advise on Novartis' $1.7 Billion Diagnostics Sale

, The Am Law Daily

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Novartis
A building on the Novartis campus in Basel, Switzerland.

UPDATE, 11/12/13, 12:05 p.m. EST: The names of the Osborne Clarke attorneys working on the deal for Grifols have been added to this article's seventh paragraph. Also, Eric Shube's name has been added to the ninth paragraph as the lead Allen & Overy partner working on the deal.

Swiss pharmaceutical giant Novartis said Monday it has agreed to sell its blood transfusion diagnostics unit to Barcelona-based health care company Grifols for roughly $1.7 billion in cash.
 
For Basel-based Novartis, the deal complements the company's recently stated goal of shedding some of its smaller businesses in order to focus on high-performing core units such as pharmaceuticals, eye care and generic drugs. The unit in question—which has corporate offices in the United States as well as Hong Kong and Switzerland—makes diagnostic products for blood screening and transfusions. Novartis acquired the business as part of its purchase of Emeryville, Calif.–based biotechnology firm Chiron in a 2006 deal worth $5.3 billion.
 
Grifols said in its own announcement of the deal that acquiring the unit will help the company expand its diagnostic services and strengthen its presence in the U.S., where it currently has more than 150 plasma donation centers. Grifols—which specializes in collecting blood to make plasma medicines—says more than 80 percent of the country's blood supply is tested with products made by Novartis Diagnostic. Grifols will combine the Novartis unit with an existing diagnostics division that makes tests used to determine blood type and pretransfusion compatibility.
 
The deal is expected to close in the first half of 2014, pending regulatory approval.
 
For legal advice on the acquisition, Grifols has turned to attorneys from Proskauer Rose and U.K. firm Osborne Clarke. The Proskauer team is led by New York–based M&A partners Peter Samuels and Daniel Ganitsky. Finance partner Ron Franklin, health care partner Edward Kornreich, litigation partner Sigal Mandelker, employee benefits partner Andrea Rattner, tax partner Stuart Rosow, real estate partner Eric Remensperger, health care senior counsel Ellen Moskowitz and environmental senior counsel Gail Port are working on the deal as well, along with technology, media and communications partner Daryn Grossman. The Proskauer associates working on the matter are Yoon Suk Choo, Aliza Cinamon, Mina Farbood, Annie Kim, Julie Kim, Allen Loeb, Joshua Miller, Lorena Sarmiento and Jessica Weitzman.
 
Proskauer advised Grifols on its $3.4 billion purchase of plasma protein therapeutics company Talecris Biotherapeutics in 2010. Osborne Clarke (which recently launched an office in New York) regularly advises Grifols on legal matters and both Tomás Dagá—the firm's managing partner—and partner Raimon Grifols serve on the Grifols board of directors. David Bell serves as general counsel for Grifols.
 
Osborne Clarke partners Dagá and Grifols are leading the team from that firm working on the deal. Finance partner David Miranda, antitrust partner Silvia Steiner and capital markets partner Núria Martín are also advising along with associates Oscar Calsamiglia, Laura de la Cruz and Yana Sarkisova.
 
Skadden, Arps, Slate, Meagher & Flom is representing Nomura in its role as financial adviser to Grifols on the transaction. M&A partner Margaret Cohen, corporate partner Louis Goodman and associate John Alessi are handling the matter for Skadden.
 
For its part, Novartis has turned to Allen & Overy for counsel on the transaction with a team led by the firm's U.S. M&A head, Eric Shube. The A&O team includes New York–based partner Kenneth Rivlin, who heads the firm's global environmental law group, as well as intellectual property partner Paul Keller, compensation and benefits senior counsel Brian Jebb and senior associate Peter Banks. The other A&O associates working on the deal are James Barabas, Danielle Brody, Caitlin Fee, Michael Maier, Brian Schultz and Julianne Susman.
 
Allen & Overy has advised Novartis on a number of past matters, with The Am Law Daily naming A&O's Shube  "Dealmaker of the Week" for his work on the company's purchase of eye care company Alcon in a series of transactions worth a total of $52 billion. That the firm is handling the Grifols deal on its own is notable given that, as The American Lawyer recently reported, Magic Circle firms have typically relied on the support of their American counterparts when tasked with handling similar global transactions involving U.S. components.

 

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