21 March 2005 – LAWFUEL – The Law News Network – International law fi…

21 March 2005 – LAWFUEL – The Law News Network – International law firm Weil, Gotshal & Manges has advised Nycomed, the European pharmaceutical company, and its controlling shareholder, DLJ Merchant Banking, part of CSFB’s Alternative Capital Division, on the acquisition by Nordic Capital Fund V of a controlling interest in Nycomed.

Nordic Capital will acquire a stake in Nycomed from a group of investors led by DLJ Merchant Banking and the Blackstone Group in a transaction valuing Nycomed at €1.8 billion.

Nordic Capital funds owned Nycomed between 1999 and 2002, during which time the company restructured its manufacturing operations, boosting efficiency and capacity and improved the licensing program for new products. DLJ Merchant Banking and Blackstone, together with a group of investors including Alpinvest (previously NIB Capital Private Equity), acquired 100% of the shares in Nycomed from Nordic Capital in November 2002.

Nordic Capital, DLJ Merchant Banking and Blackstone will all be represented on the board of a new holding company (Nycomed A/S). The transaction financing will include the issuance of approximately €400 million PIK (Payment in Kind) notes. Closing of the transaction is subject to customary closing conditions including the approval of competition authorities.

Weil Gotshal fielded an integrated team on this sophisticated transaction, consisting of M&A, Capital Markets, Tax, Competition and Banking lawyers.

In particular, the use of PIK financing in connection with this acquisition is an innovative structure:

“The Nycomed PIK notes offering is unique in being the first European PIK transaction we know about where the proceeds are helping to facilitate an M&A deal. This is also the first European high-yield offering to use an escrow structure to provide certainty to the buyer as to the availability of funds, pending completion of competition clearance and other pre-closing matters.”

– Jeremy Dickens, Co-head Global Capital Markets

The Weil Gotshal team, led out of the London office, was headed by Private Equity partner S. Wade Angus on the acquisition side and Co-head of Global Capital Markets Jeremy Dickens, on the capital markets side. Wade Angus and senior associate Kevin Santry led the M&A Corporate team, assisted by Kevin Cook and Simon Burrows, with partner Doug Nave and senior associate Juliette Enser advising on competition issues and partner Richard Ginsburg and senior associate Louise Harris advising on banking issues.

Jeremy Dickens, senior associate Richard Fine and Martin Sandgren comprised the Capital Markets team. New York partner Marc Silberberg and associate Scott Sontag worked alongside Washington partner David Bower in advising on US tax issues.

Also working with the Weil team was Torben Nørskov and Pernille Lundin Larsen of Plesner Svane Grønborg, Danish counsel for Nycomed, and Theresa Comiskey Olsen, the Chief Legal Counsel of Nycomed.

Weil, Gotshal & Manges is an international law firm with 1,200 lawyers, including 300 partners. Weil Gotshal is headquartered in New York, with offices in Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London, Miami, Munich, Paris, Prague, Shanghai, Silicon Valley, Singapore, Warsaw, Washington DC and Wilmington.

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