Four Decades for Justice
On February 13, 2019, Johnson & Johnson announced that Ethicon, Inc., entered into a definitive agreement to acquire Auris Health, Inc. (“Auris Health”) for approximately $3.4 billion in cash. Additional contingent payments of up to $2.35 billion, in the aggregate, may be payable upon reaching certain predetermined milestones. Auris Health is a privately held developer of robotic technologies, initially focused in lung cancer, with an FDA‑cleared platform currently used in bronchoscopic diagnostic and therapeutic procedures. Cravath is representing Johnson & Johnson in connection with the transaction.
The Cravath team is led by partners Robert I. Townsend III on M&A matters and Jonathan J. Katz on executive compensation and benefits matters, and includes associates Matthew G. Jones and Jin‑Kyu Baek on M&A matters; associate Matthew J. Bobby, practice area attorney Michelle M. Garrett and associate Jacob M. Phillips on executive compensation and benefits matters; partner J. Leonard Teti II and associates Andrew T. Davis and Andrew L. Mandelbaum on tax matters; partner David J. Kappos on intellectual property matters; and partner Matthew Morreale on environmental matters. Michael P. E. Dooley, Carly J. Goeman and Ashkan Towhid also worked on M&A matters, and Dixing Tang worked on executive compensation and benefits matters.
Deals & Cases
November 01, 2022
On November 1, 2022, Johnson & Johnson and Abiomed, a leader in breakthrough heart, lung and kidney support technologies, announced that they have entered into a definitive agreement under which Johnson & Johnson will acquire through a tender offer all outstanding shares of Abiomed, for an upfront payment of $380 per share in cash, corresponding to an enterprise value of approximately $16.6 billion which includes cash acquired. Abiomed shareholders will also receive a non-tradeable contingent value right (“CVR”) entitling the holder to receive up to $35 per share in cash if certain commercial and clinical milestones are achieved. Cravath is representing Johnson & Johnson in connection with the transaction.
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