Transatlantic M&A Team of the Year: Niederer Kraft Frey

Finalists: Allen & Overy; Cravath, Swaine & Moore; Freshfields Bruckhaus Deringer; Morgan Lewis & Bockius; Noerr (highly commended); Shearman & Sterling; Skadden, Arps, Slate, Meagher & Flom; Sullivan & Cromwell.

Niederer Kraft Frey received the M&A team of the year prize for large deals, in recognition of its role in Johnson & Johnson’s acquisition of European biotech company Actelion.

The challenges of the deal were twofold: it can take years for new drugs to be developed, and trials are not always successful (therefore potential buyers rarely attach much value to early stage drug pipelines), while acquisitive big pharma firms tend not to be very good at advancing drug discovery and early stage clinical trials at the companies they end up buying. Niederer therefore advised Actelion on a novel transaction structure that would bridge the valuation gap while maintaining its drug discovery and clinical pipeline potential. In short, let the sale go ahead at the value Johnson & Johnson placed on Actelion’s marketed products and then spin off the drug development business into a newly listed company (ensuring Actelion’s shareholders could participate in any upside to successful clinical trials that would otherwise have been lost in the merger).

“Big pharma deals are usually difficult to lawyer, and this one especially so. The firm devised really clever and elegant workarounds that have the potential to be adapted to future pharma transactions,” a judge said.

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