Wachtell, Kirkland and 2 Magic Circle Firms Advise on $12B Pharma Deal
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Wachtell Lipton Rosen & Katz and Kirkland and Ellis, along with the Magic Circle firms Slaughter and May and Clifford Chance, are advising on a £9.8 billion ($12.4 billion) transatlantic joint venture between pharma giants GlaxoSmithKline (GSK) and Pfizer.
Under the agreement, which was announced on Wednesday, the two public companies will combine their consumer health businesses into a joint venture, with anticipated sales expected to be close to £10 billion ($12.6 billion). GSK, which is headquartered in the U.K., will retain a 68 percent controlling interest, while U.S.-based Pfizer will have an equity interest of 32 percent. The joint venture will create the world’s largest over-the-counter medicines business.
Slaughter and May's team advising GSK includes corporate partners David Johnson and Simon Nicholls and tax partner Dominic Robertson. GSK's in-house team on the deal is being led by general counsel James Ford, associate GC Charles Atkinson, GSK Consumer Healthcare GC Sean Roberts and senior vice president for legal corporate affairs and pharma supply chain Sarah Clements.
Kirkland & Ellis advised GSK on U.S. aspects of the transaction, led by New York-based partner Daniel Wolf. He was supported by partners Eric Schiele, Claire James, Patrick Jacobs and David Fox as well as tax partners Dean Shulman and Benjamin Schreiner.
Pfizer, meanwhile, turned to Wachtell corporate partners Edward Herlihy and David Lam and soon-to-be partner Jacob Kling, who received support on the U.K. aspects of the deal from Clifford Chance corporate partners Gareth Camp and Simon Thomas, and New York-based partner Sarah Jones. Skadden Arps Slate Meagher & Flom also provided tax advice.
The deal is subject to shareholder and authority approvals and is expected to complete in the second half of 2019.
Over the course of three years, GSK plans to demerge and float the joint venture, which will see the company separate its consumer business from its pharmaceuticals and vaccines business.
The company is yet to choose a legal adviser for the subsequent demerger and float, according to one person close to the deal.
Slaughter and May has taken on a number of big-ticket mandates for GSK in recent years, including advising on a $13billion deal in which the company purchased a 36.5 percent stake in its consumer health joint venture with pharma giant Novartis. Clifford Chance is also a longstanding adviser to Pfizer.
