Health Care

For many years, Davis Polk has been one of the most active advisers to the largest and most innovative companies across the pharmaceuticals, biotechnology, benefits management, medical devices and equipment, diagnostics, genetics and related sectors.

We are regularly called upon to advise on the most significant transactions that take place within the industry. Through our broad transactional experience, we understand the complex issues – including FDA, regulatory and intellectual property issues – that these companies face in financings, licensings, acquisitions and strategic partnership. In addition, our litigators regularly advise some of the industry's largest companies on major antitrust investigations and challenges, mass tort cases and consumer actions, patent litigation and other commercial disputes.

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

Capital Markets

Equity

  • Warner Chilcott ($1.6 billion). We advised Warner Chilcott, an Irish specialty pharmaceutical company, on its $1.1 billion IPO and listing on NASDAQ of Class A common stock. We also advised Warner Chilcott on a $581 million offering of ordinary shares. 

  • Grupo Qualicorp ($1.1 billion). We advised the initial purchasers on a $681 million Rule144A/Regulation S IPO of common stock of Grupo Qualicorp, one of the leading, full-service health benefit plan administrators and health management services providers in Brazil. We also advised the joint bookrunners on a $410 million Rule 144A/Regulation S secondary offering of shares of Qualicorp. 

  • Mead Johnson Nutrition ($828 million). We advised the lead managers on the SEC-registered IPO of common stock of Mead Johnson Nutrition Company, a subsidiary of Bristol-Myers Squibb that manufactures, distributes and sells infant formulas and other nutritional products.

  • Alkermes ($399 million). We advised the joint bookrunners on a secondary offering of ordinary shares of Alkermes, a fully integrated, global biopharmaceutical company that applies its scientific expertise and proprietary technologies to develop innovative medicines that improve patient outcomes. 

  • Ironwood Pharmaceuticals ($307 million). We advised the lead managers on a $216 million IPO of common stock by Ironwood Pharmaceuticals, a Massachusetts-based pharmaceutical company focused on discovering, developing, and commercializing medicines targeting therapeutic needs. We also advised the joint bookrunners on a $91 million Class A common stock offering of Ironwood Pharmaceuticals. 

  • Merrimack Pharmaceuticals ($100 million). We advised the sole bookrunner on a IPO of common stock of Merrimack Pharmaceuticals, a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines paired with companion diagnostics for the treatment of serious diseases, with an initial focus on cancer.

  • Prosensa ($90 million). We advised Prosensa Holding N.V. (Prosensa) on its IPO of ordinary shares. Prosensa is a Dutch biotechnology company engaged in the discovery and development of RNA-modulating therapeutics for the treatment of genetic disorders.

Debt

  • 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. The offering is the largest corporate bond sale in history.

  • Merck & Co. ($6.5 billion). We advised the underwriters in connection with the notes offering 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.

  • Medtronic ($5 billion). We advised the lead managers on aggregate $5 billion offerings of notes since 2010 by Medtronic, a Minnesota-based manufacturer and marketer of medical devices. 

  • CIGNA ($3.6 billion). We advised CIGNA, one of the largest investor-owned health care and related benefits organizations in the United States, on a $2.1 billion offering of senior notes. We also advised CIGNA on additional aggregate $1.5 billion offerings of senior notes since 2010. 

  • Hologic ($1 billion). We advised the bookrunner on a Rule 144A/Regulation S offering of senior notes by Hologic, a developer, manufacturer and supplier of premium diagnostics products, medical imaging systems and surgical products dedicated to serving the health care needs of women. 

  • Laboratory Corporation ($1 billion). We advised the underwriters on a SEC-registered senior notes offering by Laboratory Corporation of America Holdings (LabCorp), the second-largest independent clinical laboratory company in the United States, which performs a range of clinical tests, from routine blood analyses to HIV and genomic testing, and specializes in developing diagnostic technologies.

M&A

  • Roche. We advised Roche on its:

    • $46.8 billion acquisition of the public minority in Genentech – the largest-ever completed going-private transaction

    • $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

    • $450 million acquisition of IQuum, a leader in developing the lab-in-a-tube technology
  • AstraZeneca. We advised AstraZeneca on its:

    • Defense of an unsolicited $119 billion acquisition proposal by Pfizer
    • $15.6 billion acquisition of MedImmune

    • $7 billion expansion of its diabetes alliance with Bristol-Myers Squibb (BMS) through BMS' acquisition of Amylin Pharmaceuticals

    • $323 million pending acquisition of Omthera Pharmaceuticals

  • Aetna. We have 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

    • $202 million acquisition of PayFlex

  • Cigna. We advised Cigna on its:

    • $3.8 billion acquisition of HealthSpring, a Nashville, Tennessee-based provider of Medicare Advantage plans
    • Acquisition of Vanbreda, a Belgian provider of medical insurance and employee benefits to intergovernmental and non-governmental organizations
  • Shire plc. We advised Shire plc on its:

    • $5.9 billion acquisition of Dyax
    •  
      $5.2 billion acquisition of NPS Pharmaceuticals
    •  
      defense of a $54 billion acquisition proposal by Abbvie
    •  
      acquisitions of Bikam Pharma-ceuticals, FerroKin BioSciences, Foresight Biotherapeutics, Lotus Tissue Repair, Lumena Pharmaceuticals, SARcode Bioscience and ViroPharma
  • Charles River Laboratories. We advised Charles River Laboratories on its:
    • $1.6 billion proposed acquisition of WuXi PharmaTech, a Chinese drug research and development outsourcing company
    • $585 million acquisition of WIL Research
    • $215 million sale of its Phase II - IV Clinical Services business to Kendle International
  • Smith & Nephew. We advised Smith & Nephew on its:

    • $1.7 billion acquisition of ArthroCare, an Austin, Texas-based developer and manufacturer of surgical devices, instruments and implements that enhance surgical techniques

    • $350 million divestiture of its Gynecology business to Medtronic

    • Bioventus joint venture with Essex Woodlands

    • $110 million acquisition of Blue Sky Medical Group, a privately held medical device company

Shionogi. We advised Shionogi on:

    • Its $1.1 billion acquisition of Sciele Pharma, a mid-size U.S. pharmaceutical company
    • A collaboration and license agreement between Shionogi Limited and Egalet Limited and Shionogi’s investment into Egalet, a Wayne, Pennsylvania-based specialty pharmaceutical company. The collaboration and license agreement relates to the development and potential commercialization of multiple oral abuse-deterrent hydrocodone opioid product candidates using Egalet’s proprietary technology

McKesson. We advised McKesson on its creation of a new health care information technology company with Change Healthcare, a leading provider of health care software and analytics, network solutions and technology-enabled services. McKesson will combine the majority of McKesson Technology Solutions with Change Healthcare's business.