The Work

May 9, 2011 3:02 PM

Cleary, Cahill, Irish Firms Advise on $960 Million Biotech Merger

Posted by Brian Baxter

American biotechnology company Alkermes announced on Monday that it agreed to buy Ireland's Elan Drug Technologies (EDT) for $960 million in cash and stock.

The newly combined company will keep the Alkermes name and move to Ireland, according to The New York Times. EDT is the drug technology unit of Dublin-based Elan Corporation.

Cleary Gottlieb Steen & Hamilton is advising Waltham, Mass.-based Alkermes on the merger. Leading a team from the firm working on the deal are M&A partners William Groll and Daniel Sternberg, tax partners Sheldon Alster and Leslie Samuels, employee benefits partner Arthur Kohn, IP partner Leonard Jacoby, capital markets partners Adam Fleisher and Jorge Juantorena, finance partner Richard Lincer and counsel Carlo de Vito Piscicelli, and environmental counsel W. Richard Bidstrup.

Alkermes is also receiving Irish legal counsel from Dublin-based Arthur Cox. The company's general counsel is Kathryn Biberstein. The deal calls for Alkermes to pay EDT parent Elan $500 million in cash and shares valued at $462 million, Bloomberg reports. Alkermes will increase the size of its drug portfolio through the acquisition. Elan will use proceeds from the sale to pay debt.

Cahill Gordon & Reindel corporate partners Helene Banks, Christopher Cox, and Jonathan Mark are advising EDT. As previously noted by The Am Law Daily, the firm is standing outside U.S. counsel to EDT parent Elan. Cahill advised Elan in July 2009 on a $1 billion joint venture with Johnson & Johnson to develop a treatment for Alzheimer's disease.

The Financial Times reports that Elan will remain a minority investor in a reconstituted Alkermes after the sale of its EDT unit. The merger allows Alkermes to strengthen its ties to J&J, which markets drugs developed by both Alkermes and EDT.

Irish firm A&L Goodbody, which previously advised Elan on the J&J joint venture, also advised EDT on its sale to Alkermes. The vice president of EDT's legal group is Tom Riordan, while Elan's top in-house lawyer is John Moriarty, Jr.

The companies said in a statement that they expect the merger to close in the third quarter.

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