Healthcare and Life Sciences

Cravath represented Amgen, one of the world’s largest biopharmaceutical companies, in successfully defending against a Federal Trade Commission (“FTC”) challenge to Amgen’s pending $27.8 billion acquisition of Horizon Therapeutics (“Horizon”)—securing a consent order on September 1, 2023 that The Wall Street Journal described as “a rare instance” of the FTC “throwing in the towel on litigation.”

Cravath represented the lead arrangers in connection with senior facilities to finance the pending acquisition of Palex Medical by funds advised by the private equity firms Apax Partners LLP and Fremman Capital. Palex Medical is a leading provider of high value‑added medical technology equipment and solutions in Southern Europe.

Cravath represented the underwriter and the dealers in connection with the $1.6 billion registered secondary common stock offering of AmerisourceBergen Corporation in connection with the entrance by Walgreens Boots Alliance Holdings LLC, the selling stockholder, into a prepaid variable share forward transaction. AmerisourceBergen Corporation is one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care. The transaction closed on August 8, 2023.

On August 14, 2023, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, managed by DRI Capital Inc., announced that it has purchased a second royalty interest in the worldwide net sales of ORSERDU®, the first approved targeted therapy used in the treatment of postmenopausal women or adult men with advanced or metastatic breast cancer who have experienced disease progression despite prior endocrine therapy. DRI Healthcare entered into a purchase agreement with Radius Pharmaceuticals, Inc., a wholly owned subsidiary of Radius Health, Inc. for an upfront purchase price of $130 million. In addition to running royalties, DRI Healthcare is also entitled to receive milestone payments of up to $40 million on the achievement of sales performance thresholds. Cravath represented DRI Capital Inc. in connection with the transaction.

On August 7, 2023, Tabula Rasa HealthCare, Inc.® (“Tabula Rasa”), a leading healthcare company advancing personalized, comprehensive care for value‑based care organizations, announced it has entered into a definitive agreement to be acquired by Nautic Partners (“Nautic”) for $10.50 in cash per share and will combine with ExactCare Pharmacy, a portfolio company of Nautic. The all‑cash transaction values Tabula Rasa at approximately $570 million, including net debt of approximately $262 million, on an enterprise value basis. Cravath is representing Tabula Rasa in connection with the transaction.

On September 8, 2023, The Am Law Litigation Daily featured a Cravath team, led by partners David R. Marriott, Timothy G. Cameron and Daniel K. Zach and of counsel Jesse M. Weiss, as “Litigators of the Week” for its successful defense of Amgen, one of the world’s largest biopharmaceutical companies, against a Federal Trade Commission (“FTC”) challenge to Amgen’s pending $27.8 billion acquisition of Horizon Therapeutics (“Horizon”)—securing a consent order on September 1, 2023 that ends all litigation and clears the path for the transaction to close.

On July 27, 2023, Cravath partner Lauren R. Kennedy was featured in Bloomberg Law’s “They’ve Got Next: 40 Under 40” series, which recognizes “the accomplishments of stellar young lawyers nationwide,” based on their client work, assumption of leadership roles, pro bono commitments and more. In a Q&A, Lauren described her work on a recent victory for client Blue Cross Blue Shield Association (“BCBS”) and member plans in a massive, multi‑district antitrust litigation, in the face of a prior adverse decision. Lauren explained her definition of success as earning a client’s trust and confidence through achieving great results, especially given the long timeline of much of the complex litigation she handles. She noted the influence on her legal career of Cravath partner Karin DeMasi, “by far [her] greatest mentor,” and emphasized the importance of a positive, can‑do attitude when interfacing with clients, aspiring to be “not an interloper who appears for a given litigation, but a true partner in their business and in achieving their big‑picture goals.”

Cravath partner Margaret T. Segall and practice area attorney Nicole M. Peles authored a chapter entitled “US Merger Control in the Pharmaceutical Sector” for the 14th edition of The Merger Control Review, published as part of The Law Reviews series, which examines recent decisions, strategic considerations and upcoming developments of enforcement trends in different jurisdictions and sectors across the globe. Their chapter examines the Federal Trade Commission’s general review process for pharmaceutical mergers, their approach to merger remedies, and recent updates in their evaluation process.

On August 14, 2023, the India Business Law Journal named Cravath among the “Significant Players” in its 2023 ranking of the top international law firms for India‑related work. The publication noted the Firm’s work to help “Indian companies navigate US‑related capital raising transactions, M&A, joint ventures, disputes, and related compliance and reporting advice,” and highlighted its representation of Viatris in its acquisitions of Oyster Point and Famy Life Sciences to create an ophthalmology franchise. The Firm was also recognized for its representation of Airspan in its sale of Mimosa to Radisys on a debt‑free, cash‑free basis.

Between July 28 and August 11, 2023, Cravath advised on nine announced deals, including seven deals in a span of three business days. Cravath is representing: