The Work

October 12, 2010 1:11 PM

Cadwalader, Covington Handle Pfizer's King Pharmaceuticals Buy

Posted by Brian Baxter

The world's largest drugmaker has agreed to acquire a leading provider of pain medications in a $3.6 billion cash deal. Cadwalader, Wickersham & Taft is advising Pfizer on its purchase of King Pharmaceuticals. The deal will bring King's portfolio of nonaddictive painkillers under the Pfizer umbrella.

Cadwalader's selection by Pfizer makes sense. Senior corporate partner Dennis Block has served as longtime outside counsel to the New York-based pharmaceutical giant. Block was named an Am Law Dealmaker of the Week for handling Pfizer's $68 billion takeover of rival Wyeth, one of the largest M&A deals of 2009. He also advised Pfizer on its $60 million merger with Pharmacia in 2003, a transaction that nabbed him Dealmaker of the Year honors in The American Lawyer.

Block was in a meeting Tuesday morning and unavailable for immediate comment. The resident rainmaker led a Cadwalader team advising Pfizer that includes corporate partner William Mills III, tax cochair Linda Swartz, tax partner Richard Nugent, real estate partner Steven Herman, employee benefits special counsel Shane Stroud, IP senior attorney Anna Erenburg, and environment senior attorney Jonathan Stone.

Pfizer has revamped its in-house legal department over the past two years, after recruiting former DLA Piper rainmaker Amy Schulman as general counsel in May 2008. Schulman, ranked by Forbes as one of the world's 100 most powerful women, was reported to have a somewhat legendary $60 million book-of-business while at DLA.

A profile of Schulman and Pfizer's legal department in The American Lawyer and sibling publication Corporate Counsel earlier this year reported details about the company's legal alliance with each of its 19 outside law firms. Members of the alliance are paid one annual flat fee for all the work they do for Pfizer in a given year, the magazines reported.

Schulman did not immediately respond to a request for comment, but a Pfizer spokesman was checking in to the nature of the company's fee arrangement with Cadwalader for the King acquisition, the company's largest since its Wyeth deal last year.

Covington & Burling corporate partners Jack Bodner and Scott Smith are leading a team from the firm representing King that includes life sciences cochair John Hurvitz, employee benefits partner Michael Francese, environmental litigation partner Lawrence Hobel, antitrust cochair Deborah Garza and antitrust partner James Dean, Jr., finance partner Frederick Knecht, food and drug cochair Peter Safir, tax partner Robert Heller, IP partner Lee Tiedrich and IP counsel Kathleen Gallagher-Duff, real estate counsel Heather Haberl, and special counsel Miranda Cole and Sinan Utku.

The firm previously advised Bristol, Tenn.-based King on the sale of its Barr Pharmaceuticals subsidiary in 2004 and sale of another unit to JHP Pharmaceuticals in 2007. James Elrod serves as King's chief legal officer. (King turned to Dewey & LeBoeuf for its months-long quest to acquire Alpharma in late 2008, eventually completing the $1.6 billion takeover before year-end.)

Covington has also previously represented Pfizer, having helped Schulman settle litigation surrounding pain relievers Bextra and Celebrex with various states two years ago, according to our prior reporting.

King's sale to Pfizer is expected to close by the end of this year or the first quarter of 2011, according to a statement by both companies.

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