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News & Insights

Lundbeck’s Acquisition of Chelsea

May 09, 2014

On May 8, 2014, H. Lundbeck A/S (“Lundbeck”) and Chelsea Therapeutics International, Ltd. (“Chelsea”) announced that they have entered into a definitive agreement under which Lundbeck will acquire Chelsea. Cravath represented Lundbeck in connection with this transaction. Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Chelsea, whereby Chelsea stockholders will be offered an upfront payment and contingent value rights, representing a total potential consideration of up to US$7.94 per share, or US$658 million on a fully diluted basis.

The board of directors of Chelsea has unanimously approved the transaction, which is expected to close in the third quarter of 2014, subject to the tender of a majority of Chelsea’s outstanding shares in the tender offer and the receipt of customary regulatory approvals.

The Cravath team included partners Faiza J. Saeed and Ting S. Chen and associates Ankur N. Patel, Brendan M. Cottington and Jennifer Uren on M&A matters; partner Michael L. Schler and associate Jay S. Gill on tax matters; partner Matthew Morreale on environmental matters; partner David J. Kappos and associate Benjamin D. Landry on intellectual property matters; and practice area attorney Gary R. Eisenman on real estate matters. Matthew J. Bobby also worked on executive compensation and benefits matters.

Related Practices & Industries

  • Corporate
  • Mergers and Acquisitions
  • Tax
  • Executive Compensation and Benefits
  • Environmental
  • Intellectual Property
  • Healthcare and Life Sciences

People

Photo
Name
Faiza J. Saeed
Title
Corporate
Title
Partner
Email
fsaeed@cravath.com
Phone
+1-212-474-1454
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    Education

    • J.D., 1991, Harvard Law School
      magna cum laude
    • B.A., 1987, University of California, Berkeley
      with Highest Distinction, Phi Beta Kappa

    Admitted In

    • New York
    • California (Inactive)
    • District of Columbia (Inactive)
    Photo
    Name
    Ting S. Chen
    Title
    Corporate
    Title
    Partner
    Email
    tchen@cravath.com
    Phone
    +1-212-474-1794
    vCard
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      Education

      • J.D., 2006, Stanford Law School
      • A.B., 2003, Harvard College
        Phi Beta Kappa, summa cum laude

      Admitted In

      • New York
      Photo
      Name
      Matthew Morreale
      Title
      Corporate
      Title
      Partner
      Email
      mmorreale@cravath.com
      Phone
      +1-212-474-1534
      vCard
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        Education

        • J.D., 1997, Columbia Law School
          Harlan Fiske Stone Scholar
        • M.S., 1994, University of Pennsylvania
        • B.A., 1990, University of Pennsylvania
        • B.A.S., 1990, University of Pennsylvania

        Admitted In

        • New York
        Photo
        Name
        David J. Kappos
        Title
        Corporate
        Title
        Partner
        Email
        dkappos@cravath.com
        Phone
        +1-212-474-1168
        vCard
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          Education

          • J.D., 1990, University of California, Berkeley, School of Law
          • B.S., 1983, University of California, Davis
            summa cum laude

          Admitted In

          • New York
          • California
          • District of Columbia
          Photo
          Name
          Michael L. Schler
          Title
          Tax
          Title
          Retired Partner
          Email
          mschler@cravath.com
          Phone
          +1-212-474-9999
          vCard
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            Education

            • LL.M., 1979, New York University
            • J.D., 1973, Yale Law School
            • B.A., 1970, Harvard University
              magna cum laude

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