Health Care

For many years, Davis Polk has been advising clients – ranging from the world’s largest healthcare companies to startups – with a focus on pharmaceuticals, biotechnology, diagnostics, medical devices and healthcare equipment, genetics, and other areas.

We have consistently helped our clients achieve their strategic objectives in a wide variety of transactions through ever-changing market and regulatory conditions. Through our broad transactional experience, we understand the complex issues that pharmaceutical and biotechnology companies face in acquisitions, financings, divestitures, joint ventures, partnerships, strategic alliances, licensing arrangements, collaborations, distribution agreements, internal investigations and litigation.

Our pharmaceutical and biotechnology clients also benefit from our related practices across a number of disciplines, including antitrust and competition, intellectual property, FCPA/U.K. Bribery Act advice, tax and executive compensation.

We have advised on some of the industry's most high-profile transactions. View our recent experience in:

Capital Markets

Equity

  • Mylan N.V. ($2 billion). We advised the joint book-running managers on Mylan N.V.’s $2 billion SEC-registered secondary offering. Mylan is a global pharmaceutical company 
  • Acadia Healthcare Company, Inc. ($1.9 billion). We advised the underwriters on aggregate $1.9 billion of common stock offerings by Acadia Healthcare Company, which provides inpatient behavioral health care services in the United States
  • Anthem ($1.25 billion). We advised the joint bookrunners on a $1.25 billion SEC-registered offering of equity units by Anthem, one of the nation’s leading health benefits companies 
  • Patheon N.V. ($719 million). We advised the joint book-running managers and representatives of the several underwriters on a $719 million IPO and listing on the NYSE by Patheon, a global provider of pharmaceutical development and manufacturing services 
  • Biotoscana Investments ($377.7 million). We advised Biotoscana Investments, a Latin American integrated pharmaceutical company, on its $377.7 million IPO and listing on the São Paulo Stock Exchange

Debt

  • Medtronic ($29 billion). We advised the lead managers on aggregate $29 billion offerings of notes since 2010 by Medtronic, a Minnesota-based manufacturer and marketer of medical devices
  • Merck & Co. ($25.7 billion). We advised the underwriters on aggregate $25.7 billion offerings of notes since 2009 by Merck & Co., a global health care company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies, animal health, and consumer care products, which it markets directly and through its joint ventures
  • AbbVie Inc. ($24.5 billion). We advised the underwriters on aggregate $24.5 billion offerings of notes since 2015 by AbbVie, a global research-based biopharmaceutical company. 
  • Celgene ($19 billion) We advised the joint book-running managers on aggregate $19 billion SEC-registered offerings of notes since 2010 by Celgene, a global integrated biopharmaceutical company primarily engaged in the discovery, development and commercialization of therapies designed to treat cancer and immune-inflammatory-related diseases.
  • Roche Group ($16.5 billion). We advised the Roche Group on a Rule 144A/Regulation S issuance of senior fixed- and floating-rate notes. The notes were issued by Roche Holdings and guaranteed by Roche Holding Ltd, the Swiss parent company of an international research-intensive health care group. At the time, this was the largest corporate bond sale in history

M&A

  • Roche. We advised Roche on its:
    • $46.8 billion acquisition of Genentech
    • $8.3 billion acquisition of InterMune
    • $6.7 billion unsolicited proposal to acquire Illumina
    • $3.4 billion hostile acquisition of Ventana Medical Systems
    • $1 billion majority investment and broad strategic collaboration with Foundation Medicine
  • AstraZeneca. We advised AstraZeneca on its:
    • Successful defense of an unsolicited $119 billion acquisition proposal by Pfizer
    • $15.6 billion acquisition of MedImmune
    • $8.5 billion strategic oncology collaboration with Merck
    • $7 billion expansion of its diabetes alliance with Bristol-Myers Squibb (BMS) through BMS' acquisition of Amylin Pharmaceuticals
    • $2.7 billion acquisition of ZS Pharma
  • Aetna. We advised Aetna on its:
    • $37 billion proposed acquisition of Humana
    • $7.3 billion acquisition of Coventry Health Care
    • $600 million acquisition of Prodigy Health Group
    • $500 million acquisition of Medicity
    • $290 million acquisition of Genworth Financial’s Medicare Supplement business
  • McKesson. We advised McKesson on the:
    • Combination of the majority of McKesson Technology Solutions with Change Healthcare's business
    • Divestiture of its Enterprise Information Solutions (EIS) business to Allscripts
  • Shire. We advised Shire on its:
    • Defense of a $54 billion acquisition proposal by Abbvie
    • $5.9 billion acquisition of Dyax
    • $5.2 billion acquisition of NPS Pharmaceuticals
    • Advised on its U.K. court-sanctioned scheme of arrangement and U.K. listing
  • Smith & Nephew. We advised Smith & Nephew on its: 
    • $1.7 billion acquisition of ArthroCare
    • $350 million divestiture of its Gynecology business to Medtronic
    • Biologics and Clinical Therapies joint venture with Essex Woodlands
    • Acquisition of Adler Mediequip and the brands and assets of Sushrut Surgicals
  • Anacor Pharmaceuticals. We advised Anacor Pharmaceuticals on its $5.2 billion acquisition by Pfizer.
  • Bristol-Myers Squibb. We advised Bristol-Myers Squibb on its $1.3 billion acquisition of IFM Therapeutics, a privately held biopharmaceutical company focused on developing therapies that modulate novel targets in the innate immune system.
  • Affymetrix. We advised Affymetrix, a provider of life science products and molecular diagnostic products, on its contested $1.3 billion sale to Thermo Fisher Scientific.
  • Mitsubishi Tanabe Pharma. We advised Mitsubishi Tanabe Pharma, a Japanese pharmaceutical company, on its pending $1.1 billion acquisition of NeuroDerm, a Tel Aviv, Israel-based clinical stage pharmaceutical company.
  • PharMerica. We advised PharMerica, a provider of pharmacy services, on its pending $1.4 billion acquisition by a newly formed company controlled by KKR, with Walgreens Boots Alliance as a minority investor.

Credit

  • Aetna. We advised Aetna on its:
    • $16.2 billion 364-day senior unsecured bridge loan facility for the $37 billion acquisition of Humana 
    • $3.2 billion senior unsecured term loan credit agreement
    • $2 billion five-year unsecured revolving credit agreement
    • $1.5 billion senior five-year revolving credit facility
  • Royalty Pharma. We advised Royalty Pharma on its:
    • $6 billion in term loans
    • $2.7 billion unsecured bridge loan facility for the acquisition of royalties relating to drugs for the treatment of cystic fibrosis developed by Vertex Pharmaceuticals
    • $2.8 billion refinancing of term loans
  • Mylan N.V. We advised the arrangers on a:
    • $10.05 billion unsecured bridge credit facility for Mylan N.V.’s acquisition of Meda AB
    • $14 billion bridge credit facility for Mylan N.V.’s acquisition of Perrigo Company plc
  • Merck & Co. We advised the arrangers on a: 
    • $6 billion five-year revolving credit facility for Merck & Co.
    • $2 billion four-year revolving credit facility and a $2 billion 364-day revolving credit facility for Merck & Co.
  • Abbott Laboratories. We advised the arrangers on a:
    • $17.2 billion senior unsecured bridge term loan facility and a $2 billion senior unsecured bridge term loan facility for Abbott Laboratories’ acquisition of St. Jude Medical
    • $2.8 billion senior unsecured term loan facility for Abbott Laboratories’ proposed acquisition of Alere
    • AbbVie ($18.2 billion). We advised the arrangers on an $18 billion senior unsecured bridge loan facility for AbbVie’s $21 billion acquisition of Pharmacyclics
  • CityMD ($255 million). We advised the arrangers on a $225 million senior secured term loan facility and a $30 million senior secured revolving credit facility for Warburg Pincus’ acquisition of CityMD

Intellectual Property and Technology

  • AstraZeneca. We advised AstraZeneca on its: 
    • Diabetes alliance between AstraZeneca and Bristol-Myers Squibb via AstraZeneca’s acquisition of Amylin Pharmaceuticals
    • License, distribution and supply arrangements between Optimer Pharmaceuticals and AstraZeneca on the commercialization of Fidaxomicin in Latin America
  • AC Immune. We advised AC Immune on its collaboration with Biogen to develop PET-ligands for two protein targets involved in pathogenesis of neurodegenerative diseases - alpha-synuclein and TDP43
  • Roche. We advised Roche on its:
    • Broad strategic collaboration with Foundation Medicine in the field of molecular information oncology Option to acquire and research collaboration with Janus Biotherapeutics for the development of small molecule toll-like receptor (TLR) inhibitors
    • Alliance with Alnylam Pharmaceuticals in which Roche obtained a nonexclusive license to Alnylam’s technology platform for developing RNAi therapeutics
    • Alliance with Alnylam under which Roche received a non-exclusive license to Alnylam's technology to develop RNAi therapeutics for oncology, as well as respiratory, metabolic and certain liver diseases
    • Antibiotics partnership with Spero Therapeutics, LLC under which Roche will provide nondilutive R&D funding to Spero
  • Shionogi. We advised Shionogi on its collaboration and license agreement between Shionogi and Egalet for the development and potential commercialization of multiple oral abuse-deterrent hydrocodone opioid product candidates
  • Warner Chilcott. We advised Warner Chilcott on the: 
    • Amendment to the Actonel global collaboration agreement with Sanofi, as a result of which Warner Chilcott took full operational control over the promotion, marketing and R&D decisions for Actonel in the United States and Puerto Rico and related distribution agreement
    • Repurchase by LEO Pharma of Warner Chilcott’s exclusive product licensing rights in the United States to its topical psoriasis treatments—Taclonex®, Taclonex Scalp®, Dovonex®—as well as rights to all products in LEO’s development pipeline, and purchase of all inventories of the products
    • Purchase of the U.S. rights to Enablex from Novartis and agreement to terminate its co-promotion agreement with Novartis 
  • Zealand Pharma. We advised Zealand Pharma on its Partnering agreement between Zealand Pharma and Helsinn Healthcare for the development and commercialization of a glucagon-like peptide-2 receptor agonist for the treatment of debilitating side effects of chemotherapy