Par Pharmaceutical’s Proposed Acquisition by TPG

On July 16, 2012, Par Pharmaceutical Companies, Inc. announced that it has entered into a definitive merger agreement to be acquired by an affiliate of TPG Capital in a transaction with an equity value of $1.9 billion. Cravath represented Par’s Board of Directors as independent legal counsel in this transaction. Under the terms of the agreement, Par shareholders will receive $50.00 in cash for each share of Par common stock, representing a premium of approximately 37% over the closing share price on July 13, 2012, the last full trading day before the announcement. The agreement was unanimously approved by Par’s Board of Directors.

The Cravath team was led by partner George F. Schoen and included associates Andrew R. Bonnes, Stephanie L. Alexis, Sulman A. Bhatti and Bud W. Jerke on M&A matters; partners William V. Fogg and George E. Zobitz on financing matters; partner Stephen L. Gordon, practice area attorney Michael Krasnovsky and associates Jay S. Gill and Michelle M. Garrett on executive compensation and benefits matters; and partner Michael L. Schler and associate Andrew Carlon on tax matters. Summer associate Daniel Cerqueira also worked on M&A matters.