Novartis’s Acquisition of Genoptix

On January 24, 2011, Novartis and Genoptix, Inc. announced that they have entered into a definitive agreement whereby Novartis will acquire Genoptix in an all-cash offer with a total equity value of US$470 million. Cravath is representing Novartis in this transaction. Under the terms of the agreement, Novartis will commence a tender offer for all outstanding shares of common stock of Genoptix at US$25.00 per share. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close within the first half of 2011. Genoptix, Inc. is a specialized laboratory providing personalized diagnostic services to community-based hematologists and oncologists.

The Cravath team included partners Mark I. Greene and Thomas E. Dunn and associates Aaron Gruber, Timothy Y. Shih, Richard N. Luft, Katherine A. Kohan and Michael Saliba on corporate matters; partner Stephen L. Gordon and associates Joanne Lee and Peter R. Ternes on tax matters; partner Eric W. Hilfers and associate Lori Diamond Goodman on executive compensation and benefits matters; partner Rowan D. Wilson, associate M. Brent Byars and discovery attorney Jonathan J. Clarke on antitrust matters; corporate senior attorney John Gerhard on real estate matters; and practice area attorney Matthew Morreale on environmental matters. Brian J. Cathey also worked on executive compensation and benefits matters.