CMS advises on one of the largest multi-jurisdictional pharma M&A transactions in 2011

CMS has successfully advised longstanding client Takeda Pharmaceutical Company Limited, the largest Japanese pharmaceutical company, on its €9.6 billion (debt-free cash free) acquisition of Swiss drug company Nycomed A/S (“Nycomed”). The deal is subject to competition clearances and so is expected to complete within 90 to 120 days.

This is one of the most significant deals to occur in the lifesciences sector this year and this acquisition notably increases Takeda’s footprint and strength in the European market and emerging markets.

Nycomed, headquartered in Zurich, is a privately owned, global pharmaceutical company with a diversified product portfolio including both established prescription pharmaceutical products and over the counter (OTC) products. They employ 12,500 associates worldwide and have affiliates in more than 70 countries.

Lifesciences corporate partner Sandra Rafferty led the transaction team with support from senior associates James Parkes, Karma Samdup and associates Nick Foster and Tim Wass. The transaction team included Sarah Hanson (Deputy Head of the Lifesciences Sector Group) on the commercial side with support from senior associate Stuart Helmer and associates Hannah Curtis and Liz Campbell.

Additional support was provided by specialists across the firm including Nick Beckett, partner and Head of the firm’s Lifesciences Sector Group and IP Group, on the patent due diligence side of the deal with support from associates Alex Bowtell and Henrietta Marsh and David Marks on the competition side with support from John Markham. Further assistance was provided by a range of specialists across the firm including those in tax, environmental, employment and banking.

This complex transaction was led out of the UK and involved seamless coordination between CMS offices in 13 countries including Austria, Belgium, China, France, Germany, Italy, Netherlands, Poland, Russia, Spain, Switzerland and Ukraine. CMS also worked closely with local lawyers in certain markets. Sarah Hanson and International Head of Lifesciences Corporate M&A, David Butts, co-ordinated the due diligence work stream across all relevant jurisdictions.

CMS has one of the world’s leading lifesciences practices and for the last two years, CMS have been the number #1 law firm across Europe for M&A deals in the Lifesciences sector, as ranked by Mergermarket.

Patrick Sommer, partner at CMS von Erlach Henrici Ltd comments, “CMS has been working closely with Takeda since 1997 and this transaction showed CMS at its best - true co-operation over our network of offices across Europe ensuring a successful result for our client. We simply have the right team and unparallel sector expertise in place to have been able to support them with a "one-stop shop" for this significant European acquisition. We are absolutely delighted with the result.”