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January 26, 2012 6:14 PM

Amgen, Celgene Drug Acquisitions Keep Am Law Firms Busy

Posted by Tom Huddleston Jr.

UPDATE: 1/27/12, 6:30 p.m., Additional Goodwin Procter lawyers have been added in the tenth paragraph.

Two large U.S. biotechnology companies aiming to expand their respective rosters of drugs in development took steps in that direction Thursday with the announcement of deals that see each of them acquire smaller rivals.

Thousand Oaks, California–based Amgen, the world's largest biotech company, said that it will pay $1.16 billion in cash, or $11 a share, for anticancer drug developer Micromet. Rockville, Maryland–based Micromet specializes in drug technology that uses patients' T cells to target cancer cells. 

The New York Times notes that Amgen's lineup of products in development is on the wane, and that the deal is the company's largest since its acquisition of Abgenix for $2.2 billion in 2005. 

Sullivan & Cromwell is acting as lead counsel to Amgen, with M&A partners Frank Aquila and Eric Krautheimer leading a team that includes tax partner Ronald Creamer, compensation and benefits partner Matthew Friestedt, and intellectual property partner Nader Mousavi. Aquila serves as Amgen's regular outside counsel. A year ago, he helped lead a Sullivan & Cromwell team advising the company's purchase of BioVex Group, in a deal worth up to $1 billion.

Clifford Chance also advised Amgen, serving as the company's local counsel in Germany, where Micromet was founded and still maintains a research and development center, in Munich. The Clifford Chance team is being led by Düsseldorf-based corporate partner Peter Dieners.

A team from Cooley team advised Micromet on a previous collaboration with Amgen last July, and the company turned to the firm again for the Amgen deal. The Cooley team is being led by life sciences partner Christian Plaza and M&A practice head Barbara Borden. Benefits and compensation partner David Walsh, antitrust partner Howard Morse, tax practice chair Dan Meehan, and M&A special counsel Rama Padmanabhan assisted on the deal. Partners Kenneth Krisko and Darren DeStefano, and special counsel Brian Leaf, also advised.

Summit, New Jersey–based Celgene, meanwhile, announced that it will acquire closely held Avila Therapeutics, which is studying drugs aimed at treating cancer, viral infection, and autoimmune diseases.

Under the terms of that transaction, Celgene will pay $350 million in cash to acquire Bedford, Massachussetts–based Avila. Potential milestone payments—contingent on the development, approval, and sales of Avila's experimental drugs—could push the total deal value as high as $925 million.

Celgene relied on a Dechert team to advise on the transaction, with corporate partners James Marino and David Schulman leading the firm's effort. Other Dechert attorneys working on the matter include intellectual property partner Daniel Becker, intellectual property counsel Thomas Rayski, employee benefits partners David Jones and Shannon Rushing, and tax partner Michael Hirschfeld.

Avila hired a Goodwin Procter group led by partner Kingsley Taft, the firm's national life sciences cochair, and M&A partner John Haggerty. Tax practice chair William Whitledge, ERISA partner Scott Webster, and litigation senior counsel J. Todd Hahn are also advising.

Both transactions are expected to close during this year's first quarter, pending regulatory approval.

Earlier this week, Swiss drug maker Roche launched a $5.7 billion hostile bid to acquire the outstanding shares of San Diego–based gene-mapping equipment-maker Illumina. Illumina announced Thursday that it was adopting a "poison pill" stockholder-rights agreement in an effort to block the takeover. Davis Polk & Wardwell is advising Roche in that bid, while Dewey & LeBouef is representing Illumina.

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