CORRECTION: 7/31/13, 6:05 p.m. EDT. A previous version of this story misstated the year that Elan's former general counsel John Moriarty left the company. We regret the error.

Teams of lawyers from five Am Law 100 firms and top Irish shops A&L Goodbody and Dillon Eustace are working on the $6.7 billion cash-and-stock sale of Dublin-based biotechnology company Elan to U.S. generic pharmaceutical firm Perrigo.

The deal, which will see Perrigo absorb Elan's $1.9 billion in cash on hand, brings the total value of the transaction to $8.6 billion. The sale has been approved by Elan’s board of directors, which previously rejected three separate hostile bids for the Irish drugmaker put forth by New York–based Royalty Pharma.
Allegan, Michigan–based Perrigo plans to move its global headquarters to Dublin once the transaction closes, an event that is expected to occur by year's end pending shareholder and regulatory approvals. Such a move would allow the combined company to enjoy the tax benefits afforded by Elan’s home country and further enhance international expansion efforts, according to news reports and a press release announcing the transaction.
For a team of corporate and litigation lawyers at Cadwalder, Wickersham & Taft counseling Elan, Monday's announcement caps a months-long engagement. Corporate partners Christopher Cox and Gregory Patti are leading the firm's efforts on behalf of Elan, with tax partners David Miller and Richard Nugent, senior corporate attorney Daniel Zimmerman, and antitrust special counsel Anne MacGregor all lending their expertise.
Cox, who joined Cadwalader in January 2012 from Cahill Gordon & Reindel, has long-standing ties to Elan. He handled the company's troubled $885 million sale of an 18.4 percent stake to Johnson & Johnson in 2009, as well as the $960 million sale of an Elan drug delivery business to Alkermes in May 2011.
Those deals bookended an uproar by activist shareholders who were upset with Elan’s direction and questioned the independence of an internal inquiry conducted by McKenna Long & Aldridge in 2010 that resulted in the resignation of two members of Elan's board of directors. That same year, Richard Collier stepped down as Elan’s general counsel and his replacement John Moriarty Jr. hired Fabiana Lacerca-Allen as the company’s new chief compliance officer. (Moriarty resigned from Elan in December 2012 to become the in-house legal chief at Alexion Pharmaceuticals.)
In the years since, Elan has embarked on a plan aimed at revamping its operations with an eye toward a potential sale. Earlier this year, Cox and Cadwalader helped Elan reach a $3.25 billion agreement with rival Biogen Idec in February to sell the former’s royalty rights to multiple sclerosis drug Tysabri.
Cadwalader also represented Elan after Royalty Pharma—also known as RP Management—made its initial unsolicited $6.6 billion play for the company in February. Akin Gump Strauss Hauer & Feld, Davis Polk & Wardwell, and Irish firm Matheson advised RP on that offer, which Elan rejected in April. The Irish drugmaker also balked at a revised Royalty Pharma bid the following month.
May also saw Cadwalader and A&L Goodbody advise Elan on a $1 billion deal to buy a 21 percent stake in a royalty stream of four respiratory drugs owned by biotech firm Theravance in partnership with London-based drug giant GlaxoSmithKline. The New York Times’s DealBook and Forbes noted that the transaction was effectively a means of buying a “poison pill” to remain independent and block RP’s takeover bid.
A&L Goodbody subsequently advised Elan in connection with litigation with RP in Ireland, while Cadwalader litigation cochair Gregory Markel and litigation partner Martin Seidel represented Elan in a suit the company filed against RP in federal court in Manhattan that sought to scuttle a potential sale. In early June Bloomberg reported on U.S. District Judge William Pauley III's decision to grant Elan’s request for a temporary restraining order blocking RP’s “coercive” tender offer.
A few weeks later, Elan officially put itself up for sale and RP dropped its bid for the company, ending the four-month acquisition battle.
Cadwalader’s Cox was out of the office on vacation Monday and unavailable for immediate comment on Elan’s acquisition saga, and Patti declined a request for comment about the firm's role setting up the company's proposed sale to Perrigo.
John Given, a former senior corporate partner and head of M&A at A&L Goodbody, was named general counsel of Elan in February. A&L Goodbody corporate partners Cian McCourt and Alan Casey, who, respectively, work out of the Irish firm’s offices in New York and Dublin, are also advising Elan on the deal with Perrigo. (For those who might be interested, McCourt is set to participate Wednesday in a Mayer Brown–hosted teleconference that will focus on M&A deals that result in a change in a buyer’s domicile, a key factor in Perrigo’s Elan acquisition.)
Gibson, Dunn & Crutcher M&A cochair Barbara Becker, former practice head and veteran dealmaker Dennis Friedman, corporate partner James Barabas, and independent contract attorney Caroline Spector-Dicks are representing Citigroup as financial adviser to Elan on its sale to Perrigo.
Perrigo, meanwhile, has turned to Sullivan & Cromwell corporate partners Matthew Hurd and Krishna Veeraraghavan to serve as lead counsel on the acquisition. Veeraraghavan made partner at S&C in 2010 and Hurd is a former Am Law Daily Dealmaker of the Week for his role advising Pharmasset on its $11 billion sale to Gilead Sciences in late 2011.
Rounding out the team of S&C lawyers advising Perrigo are tax head Ronald Creamer Jr., tax partners Andrew Mason and Davis Wang, employee benefits partner Matthew Friestedt and special counsel Henrik Patel, financial institutions partner John Baumgardner, litigation and contract partner Adam Paris, and associates Bernd Delahaye, Guy Inbar, Zachary Jacobs, Jennifer Lee, Joshua Lerner, William Magnuson, Regina Readling, and John Wildt. S&C previously counseled the financial adviser to Perrigo on the company's $818 million acquisition of Israel’s Agis Industries in 2005.
Perrigo has retained Dillon Eustace as Irish legal counsel, while Fried, Frank, Harris, Shriver & Jacobson is serving as finance counsel to the company through corporate partners Stuart Gelfond and J. Christian Nahr and tax partner Robert Cassanos. SEC filings show that Fried Frank has done work for Perrigo in the past.
Scott Stempel, the head of the antitrust practice at Morgan, Lewis & Bockius, is serving as antitrust and competition counsel to Perrigo in connection with the matter, along with partners Harry Robins and Izzet Sinan and associate David Brenneman. Perrigo tapped Morgan Lewis for counsel earlier this year on the company's $160 million acquisition of privately held pet care company Velcera. The firm previously handled Perrigo’s $808 million buy of infant formula maker PBM Products in 2010 and its $540 million acquisition of Paddock Laboratories in 2011.
Todd Kingma is Perrigo’s general counsel, while Scott Jamison, a former top in-house lawyer at a predecessor company, serves as head of Perrigo’s nutritionals unit. Herman Morris Jr., a former Baker, Donelson, Bearman, Caldwell & Berkowitz partner who currently serves as Memphis's city attorney, is an independent member of the board at Perrigo.
The uncertainty swirling around Elan in recent months has led at least one Am Law firms to recruit from within the company's in-house ranks. In April, Dickstein Shapiro hired former Elan chief IP officer Atulya Agarwal as an IP partner in Palo Alto. Mark Kresnak, a former senior director of IP at the company, joined the firm as IP counsel the following month.