Wachtell, Cravath Bring Out Big Guns for $48 Billion Pharma Deal
Ed Herlihy and Mark Greene snagged lead roles as Pfizer moves to merge its off-patent drugs business, Upjohn, with generic drug giant Mylan.
July 29, 2019 at 03:15 PM
3 minute read
Photo: Shutterstock.com
More than a decade of work bonds Pfizer Inc. with Wachtell, Lipton, Rosen & Katz, and Mylan NV has ties with Cravath, Swaine & Moore that are just as deep.
So it's no surprise that the drug makers tapped top partners from those Wall Street mainstays for their $48 billion deal to create a new generic drug giant.
The companies said Monday that Upjohn, a division of Pfizer that deals in off-patent drugs, will combine with Netherlands-based Mylan to form a new, not-yet-named entity that they hope will ignite sales in the ever competitive generics market. Pfizer shareholders will own 57% of the new entity while Mylan's shareholders will hold the balance.
Both companies have seen sales declines since a few of their bigger name drugs went off patent protection, opening the door for generic competitors to chip away at revenue. Both have also seen increased competition from Indian companies taking market share away.
Leading the Pfizer deal team at Wachtell are corporate partners Edward Herlihy, David Lam and Gordon Moody, anti-trust attorney Nelson Fitts, executive compensation and benefits partners Jeannemarie O'Brien and Michael Shobel and finance lawyers Gregory Pessin and Michael Benn.
Herlihy, who is co-chair of the executive committee at Wachtell, and Lam recently worked with Pfizer on its 2018 partnership with GlaxoSmithKline.
Cravath, which has handled a string of deals for Mylan, deployed a team led by corporate partners Mark Greene, Thomas Dunn and Aaron Gruber. Greene is head of Cravath's corporate department and leader of its international practice.
Pfizer has seen some sluggish sales numbers since a couple of its biggest drugs, Viagra and the blood pressure medication Lipitor, lost patent protection. The company, which says it has multiple products in late stage development, saw its profits up 30% in the second quarter to over $5 billion, but saw a slight 1.5% drop in revenue to just over $13 billion. After news of the deal broke, Pfizer's stock sank 2.9% to $41.82 in Monday morning trading.
Mylan has seen its stock drop 75% from its high in 2015. In its second quarter it showed a 7% year-over-year decline to roughly $2.5 billion in sales.
Mylan is best known as the manufacturer of EpiPen, the epinephrine injection device. The company has struggled to maintain strong sales numbers as low-cost competitors from India's emerging pharma industry continue to drive prices down.
The company was also hit with a public relations debacle in 2016 when its CEO, Heather Bresch, testified before Congress after doctors, patients and lawmakers all took issue with the company increasing the cost of the EpiPen by 550% between 2007 and 2016.
As noted in the The Wall Street Journal, the two companies already work together. Pfizer makes EpiPen injectors for Mylan and they also have a joint venture manufacturing and selling generic drugs in Japan.
Read More
Deal Watch: Wachtell, Kirkland, Skadden Are First-Half Heavies for M&A
Can Cravath and Wachtell's Lean Lockstep Approach Keep Them on Top?
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