Bloomberg News

Debevoise on $2.9 Billion Deal for Aptalis: Business of Law

January 09, 2014

Debevoise & Plimpton LLP and Cleary Gottlieb Steen & Hamilton LLP were legal counsel to Forest Laboratories Inc. (FRX:US), maker of the Alzheimer’s drug Namenda, which agreed to buy Aptalis Pharma for $2.9 billion, adding treatments for gastrointestinal ailments and cystic fibrosis. Aptalis was advised by Ropes & Gray LLP.

The Debevoise team is led by partner Andrew L. Bab and includes partners Gary M. Friedman, Pierre Maugue and Andrew M. Levine.

Cleary Gottlieb is acting as financing counsel to Forest. The Cleary Gottlieb financing team was led by partners Jeffrey Karpf and Meme Peponis in New York.

Ropes & Gray’s team advising Aptalis and shareholder investment firm TPG Capital included partners: William M. Shields, Patrick O’Brien, Michael Roh, Loretta Richard, Michael S. McFalls, Jay J. Kim, Alexander Zeltser and Christopher G. Green.

Aptalis, a closely held company whose shareholders include investment firm TPG Capital, generated $688 million in sales in the 12 months ended in September, New York-based Forest said in a statement yesterday. The deal sent Forest shares to their biggest intraday gain in New York trading in almost 16 years.

The acquisition is the first at Forest for Chief Executive Officer Brent Saunders, who took over Oct. 1. The company, with $3.09 billion in sales in the last fiscal year, seeks new products after the loss of patent protection for its former top-seller, the antidepressant Lexapro.

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WellPoint Agrees to Sell 1-800-Contacts to Thomas H. Lee

White & Case LLP represented WellPoint Inc., which agreed to sell online contact-lens site 1-800-Contacts to the private-equity firm Thomas H. Lee Partners LP to focus on building its insurance business with the start of expanded coverage under the Patient Protection and Affordable Care Act of 2010. Weil, Gotshal & Manges LLP represents Thomas H. Lee Partners.

The White & Case team included partner Dan Dufner. The Weil team was led by Michael Aiello on mergers and acquisitions matters and included partners Andrew Yoon, finance; Michael Epstein, technology and IP transactions; and Marc Silberberg, tax.

Financial terms weren’t disclosed. The sale will result in a charge of 52 cents to 57 cents a share for the fourth quarter of 2013, Indianapolis-based WellPoint said in a statement. WellPoint also plans to sell Glasses.com, part of the contact-lens retail operation, to Luxottica Group SpA.

WellPoint, the second-largest U.S. health insurer, is gearing up for the millions of people who obtained medical coverage for 2014 through the government marketplaces set up by the health law. The 1-800-Contacts sale will raise money for WellPoint’s main business, Chief Executive Officer Joseph Swedish said in the statement.

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Firm News

Wilson Elser Opens Second Connecticut Office in Hartford

Wilson Elser Moskowitz Edelman & Dicker LLP opened a Hartford office this week, its 25th U.S. office and the second in Connecticut. The firm opened its Stamford office in 2004.

“A growing Connecticut-based government affairs practice led by partner David Rose and a response to client demand were the impetus for opening the Hartford office,” Brian Del Gatto, managing partner of the Connecticut region, said in a statement. “Though we’ve always serviced the entire state from our Stamford and Boston offices, an office in Hartford puts us in the epicenter of the insurance industry and in proximity to our clients throughout New England.”

Rose joined the firm in February 2011 to expand its government affairs practice. He has 21 years of government affairs experience, including holding the position of senior counsel for two Connecticut speakers of the House and assistant counsel for three New York governors, the firm said.

“With partner Stephen Brown heading up our Connecticut-based litigation practice, David leading our government affairs practice and Eric Niederer growing our health-care practice, we are looking forward to joining with our Boston office to bolster our presence throughout New England,” Del Gatto also said in the statement.

Wilson Elser has almost 800 attorneys in 25 offices in the U.S. and one in London.

Wenzel, Lee New Cozen O’Connor Real Estate Practice Co-Chairmen

Cozen O’Connor named members Abby M. Wenzel and Bernard Lee as co-chairmen of the firm’s real-estate practice group, succeeding Herman C. Fala.

Fala is taking over as general counsel at Liberty Property Trust, a firm client.

Wenzel and Lee both joined Cozen O’Connor in April 2009 from Wolf Block. Wenzel joined the New York office as a member in the business law department, and is office managing partner. She practices in the real estate practice group, focusing on capital markets, finance and sale leaseback transactions.

Lee is a member in the firm’s business law department, practicing within the real estate practice group in Philadelphia. His practice areas include real estate development and financing, mixed-use and mixed-finance projects, construction and architect agreements, and hotel management, acquisition and development. He sits on the firm’s Board of Directors.

Fala, chairman of the real estate practice group since 2009 and has represented Liberty Property Trust for about 25 years. He moved to his new position Jan. 1. Liberty Property Trust will remain a Cozen O’Connor client, the firm said.

Cozen O’Connor has 575 attorneys at 23 offices in the U.S., Toronto and London. 

Moves

Ex-FTC Commissioner Pamela Jones Harbour Joins BakerHostetler

Former Federal Trade Commissioner Pamela Jones Harbour joined Baker & Hostetler LLP’s Washington and New York offices as a partner in the antitrust and trade regulation practice and as a national co-leader of the privacy and data protection team. She was most recently at Norton Rose Fulbright.

Harbour’s privacy work includes data protection counsel for national and international clients. She assists clients with data breach notifications, assessments and audits and provides strategic advice on data transfers, particularly as it concerns international data transfers and the European Data Privacy Directive, the firm said.

She has represented Microsoft Corp. domestically and abroad on the legal and policy implications of competition and privacy in online markets, the firm said.

She spent almost seven years as an FTC commissioner, from 2003 to 2010.

“Our clients are growing increasingly attentive toward legal issues at the intersection of privacy, data security and competition,,” Jeffrey H. Paravano, managing partner of BakerHostetler’s Washington office, said in a statement. “Pamela’s leadership in these fast-changing areas and her insight into the workings of the FTC will help provide strategic direction for our clients.”

BakerHostetler has almost 900 lawyers in 14 offices coast to coast.

Daniel Fahner Joins Chicago Office of Edwards Wildman Palmer

Edwards Wildman Palmer LLP announced that Daniel T. Fahner has joined the firm’s office in Chicago as a partner in the litigation department. Fahner was previously at Greenberg Traurig LLP.

Fahner focuses his practice on complex commercial litigation, corporate internal investigations and compliance, and matters related to the Foreign Corrupt Practices Act. Fahner also has regulatory experience in the areas of immigration and disability rights as well as litigation experience in employment, contract, products liability, bankruptcy and intellectual property, among others.

From 2007 to 2009, Fahner worked in the Justice Department including as counsel to the assistant attorney general in the Civil Rights Division, where he supervised the enforcement of federal antidiscrimination statues. He also worked as senior counsel for the Office of Legal Policy.

From 2005 to 2007, Fahner was at the U.S. Department of Homeland Security as special assistant to the assistant secretary in charge of immigration and customs enforcement.  

“With his background in private practice and his excellent track record at the Department of Justice, Dan enhances our bench in both civil and criminal cases,” John Roberts, the partner in charge of Edwards Wildman’s Chicago office said in a statement. 

Edwards Wildman has 600 lawyers in the U.S., Europe and Asia.

Morgan Lewis Adds Private-Equity and Investment Funds Lawyer

Private equity and investment funds lawyer Tom Cartwright joined Morgan, Lewis & Bockius LLP as a partner in the business and finance practice in London. He was most recently a partner in the private-equity and investment funds groups at Taylor Wessing.

Cartwright advises private-equity and hedge funds based in London and New York and counsels family offices located in Dubai, Istanbul and London.

“Tom will add experience and excellence to our growing representation of private-equity and hedge funds in London and expand our M&A practice in the U.K.,” firm Chairman Francis M. Milone said in a statement.

Morgan Lewis has more than 1,600 legal professionals in 25 offices in the U.S., Europe, Asia, and the Middle East.

Ogletree Deakins Expands in Memphis With Shareholder Abdullah

Ogletree, Deakins, Nash, Smoak & Stewart, PC added Imad Abdullah as a shareholder in the firm’s Memphis office. He was previously at Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.

Abdullah focuses his practice on employment litigation under the Americans with Disabilities Act, Age Discrimination in Employment Act, Family and Medical Leave Act, Fair Labor Standards Act and Title VII of the Federal Civil Rights Act of 1964, the firm said. His practice includes investigations of discrimination and harassment claims and other matters.

Ogletree Deakins has 700 lawyers in 45 offices across the U.S. and in Europe.

News

Delaware Governor Picks Chancery Judge to Head High Court

Delaware’s governor nominated Chancellor Leo E. Strine Jr. of the state’s chancery court to be chief justice of the state Supreme Court.

Strine, who heads the nation’s highest-profile business court, would succeed Chief Justice Myron Steele, who retired, Governor Jack Markell said yesterday in a statement. The appointment requires state Senate approval.

“Delaware’s judiciary is widely recognized as the finest in the nation” and Strine, a Chancery Court judge since 1998, “is well-positioned to build upon our courts deserved reputation for excellence,” Markell said.

Strine, 49, graduated from the University of Delaware in 1985 and received his law degree from the University of Pennsylvania in 1988. He served as counsel to Delaware Governor Thomas R. Carper after working as a corporate litigator for Skadden, Arps, Slate, Meagher & Flom LLP.

Small-Firm Acquisitions Help Boost 2013 Record for Combinations

There were 88 law firm mergers and acquisitions announced in the U.S. in 2013 a 47 percent increase from last year, according to consulting firm Altman Weil MergerLine.

“The surge in 2013 numbers was driven by a boom in acquisitions of small law firms,” Altman Weil principal Ward Bower said in a statement. “These kinds of deals are smart, low-risk moves to enter new markets and acquire new clients, and we expect the trend to continue in 2014.”

The total is the greatest number of law firm combinations in the seven years that Altman Weil has been compiling data.

Eighty-two percent of the acquisitions in 2013 were of firms with 20 or fewer lawyers, most by a firm at least five times its size, according to MergerLine data.

The southern U.S. was the most active region for law firm combinations in 2013, representing 25 percent of the deals.

A list of 2013 law firm mergers and acquisitions and an archive are available at www.altmanweil.com/MergerLine.

To contact the reporter on this story: Elizabeth Amon in New York at eamon2@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net


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Companies Mentioned

  • FRX
    (Forest Laboratories Inc)
    • $99.0 USD
    • -0.77
    • -0.78%
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