Cravath, Swaine & Moore LLP Partners Faiza J. Saeed, Ting S. Chen and Jennifer S. Conway served on the team that advised H. Lundbeck A/S with its recent acquisition of Chelsea Therapeutics International, Ltd. The deal could be worth up to $658 million, according to Cravath.
Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Chelsea, whereby Chelsea stockholders will be offered an upfront payment and contingent value rights, representing a total potential consideration of up to $7.94 per share, or $658 million on a fully diluted basis. The board of directors of Chelsea has unanimously approved the transaction, which is expected to close in the third quarter of 2014.
According to Lundbeck, the deal gives it rights to Chelsea’s drug Northera, which was recently approved by the U.S. Food and Drug Administration and is expected to launch later this year.
“The proposed strategic acquisition of Chelsea — and the launch of its lead therapy, Northera — aligns with Lundbeck’s core strengths in addressing rare and challenging neurological disorders,” said Ulf Wiinberg, president & chief executive officer of Denmark-based Lundbeck, in a statement. “As a company committed to people living with brain disorders, we are uniquely positioned to make Northera available to those who need it most.”
The Cravath team advising Lundbeck included Saeed and Chen and associates Ankur N. Patel, Brendan M. Cottington and Jennifer Uren on M&A matters; partner Michael L. Schler and associate Jay S. Gill on tax matters; Conway and practice area attorney Nicole F. Foster on executive compensation and benefits matters; partner Matthew Morreale on environmental matters; partner David J. Kappos and associate Benjamin D. Landry on intellectual property matters; and practice area attorney Gary R. Eisenman on real estate matters. Matthew J. Bobby also worked on executive compensation and benefits matters.
Saeed is co-head of Cravath’s M&A group. She advises public companies, boards of directors and special committees in connection with M&A, corporate governance and crisis management, including consensual and hostile transactions, leveraged buyouts, strategic investments, takeover defense, proxy contests and hedge fund activism.
Chen is a partner in Cravath’s corporate department. Her practice focuses on mergers and acquisitions and syndicated loan transactions, primarily in the context of acquisition financings and leveraged recapitalizations.
Conway is a partner in Cravath’s executive compensation and benefits department. Her practice focuses on executive compensation and employee benefit matters, principally in connection with mergers and acquisitions, initial public offerings and other business transactions.