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October 3, 2011 6:53 PM

Latham Lands Roles on Pair of Health Care Industry Deals

Posted by Tom Huddleston Jr.

UPDATE: 10/6/11, 7:20 p.m., Lawyers from Covington & Burling representing Carlyle and Hellman & Friedman have been added to the tenth paragraph.

CORRECTION: 10/4/11, 3:10 p.m., Due to incorrect information provided by the firm, the name of Samuel Weiner was misspelled in the original version of this story. The penultimate paragraph below has been revised to include the correct spelling. We regret the error.

Contract drug researcher Pharmaceutical Product Development (PPD) is being taken over by private equity firms the Carlyle Group and Hellman & Friedman in a deal valued at $3.9 billion, the parties announced Monday.

Carlyle and Hellman & Friedman agreed to pay $33.25 per PPD share in cash, an almost 30 percent premium over the Wilmington, North Carolina–based company's September 30 closing price.

PPD fielded offers from rival bidders, including Blackstone Group and KKR before entering into exclusive talks with Carlyle and Hellman & Friedman in August, BusinessWeek reports. 

PPD—which performs research for clients in the pharmaceutical, biotechnology, and medical device industries, as well as for academic and government organizations—operates offices in 44 countries and employs more than 11,000 people worldwide.

The deal's terms allow PPD a "go-shop" period of 30 days after the date of signing during which the company can field rival bids from other potential suitors. Carlyle and Hellman & Friedman would have the right to match any superior proposal that PPD might receive.

Latham & Watkins, Simpson Thacher & Bartlett, and Covington & Burling took roles advising the private equity pair on its acquisition.

Partners Daniel Lennon and David Brown led the Latham corporate team representing Carlyle and Hellman & Friedman, while partners Jeffrey Chenard and Patrick Shannon assisted with finance advice and partners Joseph Sullivan and Patrick Shannon advised on tax and benefit matters. Other members of the Latham team working on the deal included environmental partner James Barrett; antitrust partners E. Marcellus Williamson and Susanne Zuehlke, as well as counsel Sydney Smith; and intellectual property counsel Kieran Dickinson.

Latham has a long history with Carlyle. Among the recent transactions on which it has advised the private equity firm: last October's $3.9 billion transaction of telecommunications equipment maker CommScope. As we have noted in the past, Jeffrey Ferguson, managing director and general counsel at Carlyle, is a former Latham associate.

Simpson Thacher, meanwhile, is acting as counsel to Hellman & Friedman on the PPD deal, wtih M&A partner Chad Skinner leading the team's firm on the matter. Skinner is joined by executive compensation partner Tristan Brown and tax partner Steven Todrys. Hellman & Friedman frequently turns to Simpson Thacher for deal work and tapped the firm for several big deals this year, including the sale of its stake in medical-billing services company Emdeon to Blackstone as part of a $3 billion deal in August.

Covington food and drug regulatory partners Scott Danzis, Peter Safir, and Grant Castle also advised Carlyle and Hellman & Friedman.

Raleigh firm Wyrick Robbins Yates & Ponton is advising PPD on the transaction, along with Skadden, Arps, Slate, Meagher & Flom. Wyrick—which also led on the 2010 spin-off of PPD's drug development unit, Furiex Pharmaceuticals—is led on this deal by M&A partners Donald Reynolds and James Cobb.

Skadden's team includes M&A partner Ann Beth Stebbins, corporate and securities litigation partner Edward Welch, and international antitrust partner Frederic Depoortere.

B. Judd Hartman serves as PPD's general counsel.

The transaction is subject to the customary shareholder and regulatory approvals, and is expected to close in the fourth quarter.

In a separate health industry deal announced Monday, Latham advised Atrium Medical on its $680 million sale to Swedish medical technology giant Getinge Group and that company's subsidiary, Maquet Cardiovascular. Getinge is acquiring the Hudson, New Hampshire–based medical device technology company in a move to expand its offerings in the cardiovascular market. Atrium makes products for the treatment of coronary and vascular disease, chest trauma, and hernia.

The Atrium Medical deal is also expected to close in the fourth quarter of 2011, subject to regulatory approval. Getinge said in an announcement that, despite roughly $14 million in costs related to the transaction and restructuring, the transaction should contribute to the company's earnings per share in 2012 to some degree.

Latham's team on the Atrium Medical deal is led by corporate partners Charles Ruck, Johan Brigham, and counsel Julie Scallen. Also advising: tax partner Samuel Weiner, employment partners James Barrall and Linda Inscoe, antitrust partners Joshua Holian and Karen Silverman, and regulatory partner John Manthei.

Legal advisers for Getinge Group were not immediately available.

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