LAWFUEL – US Business + Law – Lovells has advised US pharmaceuticals group Schering-Plough on its €11 billion acquisition of Organon BioSciences NV, the human and animal healthcare businesses of Dutch chemicals company Akzo Nobel NV. The deal is expected to close by the end of 2007.
The acquisition enhances Schering-Plough’s strength in human and animal biologic products, including the potential to develop human vaccines, and makes it a leading animal healthcare company. Organon BioSciences provides Schering-Plough with a steadily growing base of products and businesses with top-line sales of nearly US$5 billion. In 2006, the pharmaceutical business, Organon, had sales of US$3.4 billion while the animal health business, Intervet, had sales of approximately US$1.5 billion.
The transaction is subject to certain closing conditions, including regulatory approvals. Shareholder approval is not required for the transaction to be consummated by either Schering-Plough or Akzo Nobel. The parties have committed to execute a fully negotiated share purchase agreement upon completion of customary consultation procedures in the Netherlands, including with social partners. Lovells has a longstanding relationship with Schering-Plough as a member of its legal panel.
The team advising Schering-Plough was led by corporate partners Richard Lewis (London) and Johannes Buntjer (Amsterdam) and involved a forty-strong team of lawyers across our offices in Amsterdam, London, Madrid, Munich, Paris and Rome. Allen & Overy and Wachtel, Lipton, Rosen & Katz advised as co-counsel with Lovells.
Richard Lewis said:
“We are delighted to announce our involvement in this challenging transaction and to have been able to assist Schering-Plough in taking this major step in executing their current strategy. We were able to pull together a large multi-national team to meet a very challenging timetable, demonstrating the strength of our international corporate and life sciences team.”
Johannes Buntjer said:
“Clearly, the regulatory and intellectual property aspects of a transaction of this nature are very crucial. The experience and deep knowledge of the pharmaceutical industry of our life science team in Europe has been essential in delivering due diligence into the key areas of Organon and taking aspects of due diligence into account within the transaction documentation, all within an extremely tight time frame.”