Noven’s Acquisition by Hisamitsu

On July 14, 2009, Noven Pharmaceuticals, Inc. and Hisamitsu Pharmaceutical Co., Inc. announced that they have entered into a definitive merger agreement pursuant to which Hisamitsu has proposed to acquire Noven for a total cash consideration of approximately $428 million, or $16.50 per share, in an all‑cash tender offer for 100% of the outstanding shares of Noven. The acquisition is expected to be effectuated through a cash tender offer by a wholly owned subsidiary of Hisamitsu for the outstanding shares of Noven. The merger agreement was unanimously approved by the boards of directors of both Noven and Hisamitsu.

The lawyers involved in this transaction include partner Richard Hall and associates Jessica C. Tones and Andrew K. Nicol on corporate matters, partner Eric W. Hilfers and associates Kerry Halpern‑Skoglund and Jared R. Whalen on executive compensation and benefits matters, associates Ellen Kandel‑Burg and Carrie B. Galloway on tax matters, associate Matthew Morreale on environmental matters and associate Robin C. Landis on antitrust matters. Summer associate Casey L. McDonald also worked on corporate matters.