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January 12, 2009 4:27 PM

Vision Quest: Skadden, Jones Day on $1.36 Billion Abbott Labs-AMO Deal

Posted by Jonathan Thrope

Abbott Laboratories took a good look at Advanced Medical Optics (AMO) and apparently liked what it saw. Today, the Abbott Park, Illinois-based pharmaceutical company announced a $1.36 billion acquisition of AMO, the leading global producer of LASIK surgical devices.

Abbott will acquire AMO for $22 a share, more than double AMO’s Friday closing price of $8.85. Abbott will assume nearly $1.4 billion in debt.

In addition to its preeminence in LASIK, Santa Ana, CA-based AMO is also the second leading global producer of cataract surgical devices and the third leading producer of contact lens care products.

Longtime counsel Skadden, Arps, Slate, Meagher & Flom represented AMO on the deal. The team, led by partner Brian McCarthy, consisted of lawyers from Skadden’s Los Angeles, Palo Alto, New York, San Francisco, and Brussels offices. Partners on the deal included Michael Lawson on employee benefits and executive compensation, Karen Corman on labor, Kristine Dunn on banking, Michael Beinus on tax, Clifford Aronson and Ian John on antitrust, Henry Huser on antitrust and international competition, and David Hansen on intellectual property matters. Skadden has represented AMO since it spun off from Allergen in 2002.

Abbott Laboratories tapped Jones Day for the transaction. Partner Libby Kitslaar led the way out of Chicago, along with  partners Patrick Belville and Ward Winslow on capital markets, partners Johannes Zottle and Mike McFalls on antitrust, and Heather O'Shea out of the healthcare practice. Abbott is a long-standing client of Jones Day; Kitslaar similarly led a team from Jones Day in 2000, when Abbott purchased Knoll Pharmaceuticals for $6.9 billion.

In addition Latham & Watkins represented Goldman Sachs as financial advisor to AMO in the transactions with a corporate team led by partners Charles Ruck out of the firm's Orange County office and Charles Nathan out of New York.

"[The talks] went smoothly," said McCarthy of Skadden. "I think the interesting element of it is that it is not an easy deal environment."

Despite the tough environment, this is actually the second multimillion-dollar pharmaceutical deal in as many days. Last week, Endo Pharmaceuticals purchased Indevus Pharmaceuticals for $370 million and potentially $267 million more should the merged company achieve certain regulatory and sales milestones.  Once again, Skadden was in on the deal, representing the acquiror in this case, Endo.

According to an article from Bloomberg, even before the economic downturn, AMO was in bad shape. In the past two years the article reports, AMO had lost 74 percent of its value due in part to a 2007 recall of a contact lens solution as well as a decrease in LASIK procedures. Time will tell if Abbott can turn things around. 

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