31 May 2012
Nestlé / Pfizer Infant-Nutrition Unit
Nestlé SA agreed to buy Pfizer Inc.'s infant-nutrition unit for $11.85 billion in cash on April 23 in the largest M&A deal of the year involving a U.S. company. The deal would be the largest ever for Nestlé, which outbid Groupe Danone. A major producer of infant formula, the Pfizer division derives 85 percent of its revenues from emerging markets. It is particularly strong in Asia and the Middle East and would complement Nestlé's strength in Latin America.
Pfizer acquired the business as part of its $68 billion merger with Wyeth in 2009 but put the infant nutrition unit up for auction last summer along with its animal health business, for which it is also preparing an IPO [Big Deals, April 2009]. The companies hope to close the deal in the first half of 2013 pending regulatory approvals. Neither set of shareholders gets a vote.
For acquiror Nestlé SA (Vevey, Switzerland)
In-House: General counsel Ricardo Cortés-Monroy, head of Legal M&A Competence Centre Philip Mellor, general counsel–Nestlé Nutrition Patrick Beringer, senior M&A counsel Jean Christophe Thiébaud, and senior competition counsel Marceline Tournier.
Mayer Brown: M&A: John Boelter, David Carpenter, Marc Uhrynuk, and associates Zoë Badger, Sarah Lord, and Michael Torres. Antitrust: Adrian Steel Jr. Intellectual property: Richard Assmus. Tax: James Barry and Lee Morlock. (All are in Chicago except for Carpenter, Badger, and Lord, who are in New York; Uhrynuk, who is in Hong Kong; and Steel, in Washington, D.C.) Mayer Brown advised Nestlé on its acquisition of Gerber from Novartis AG for $5.5 billion in 2007 and has done M&A work for Nestlé for over a decade.
Calfee Halter & Griswold: Employee benefits and executive compensation: Robert Miller, Brian Murray, associate Steven Day, and senior attorney Gretchen Rogge. (All are in Cleveland.)
Linklaters: Corporate: Andrew Mackie, Sophie Mathur, and asso¬ciates Raina Gray and Louise Teale. (Mackie and Teale are in London. Mathur and Gray are in Singapore.)
For seller Pfizer Inc. (New York)
In-House: Corporate and transactional: Associate general counsel Bryan Supran and senior corporate counsel Stephen Diamond and Alison O'Neill. Antitrust: Assistant general counsel Marc Brotman and senior corporate counsel John McLeod. Tax: Senior tax counsel Jerome Mychalowych. Business unit counsel: Assistant general counsel Atiba Adams. Intellectual property: Assistant general counsel Jeff Gold and Tiffany Trunko and senior corporate counsel Bruce Weintraub. Environmental: Assistant general counsel Merrill Fliederbaum. Manufacturing: Senior corporate counsel Brad Lewin. Real estate: Assistant general counsel Bill Longa. Compliance and litigation: Assistant general counsel Michael Friedland, Gary Giampetruzzi, and Helen Ong, and senior corporate counsel Karl Buch, Sarah Chopp, and Elaina Loizou.
Skadden, Arps, Slate, Meagher & Flom: M&A: Steven Daniels, Paul Schnell, and Kenneth Wolff. Tax: Sally Thurston. Intellectual property and technology: Jose Estevez. Executive compensation and benefits: Regina Olshan. (All are in New York except for Daniels, who is in Wilmington.) Historically, Pfizer has turned to Dennis Block, now of Greenberg Traurig, for M&A advice on its largest deals. He represented the company on its combination with Wyeth.
Clifford Chance: Antitrust: Tony Reeves. Corporate: Emma Davies and counsel Yip Ming Yen. (Reeves is in Brussels, Davies is in Shanghai, and Yen is in Singapore.)
DLA Piper: Corporate: Sidney Burke, Jonathan Klein, counsel Nia Brown, and associates Gregory Chludzinski, Jason Durschlag, and Kira Mineroff. (All are in New York.) Pfizer general counsel Amy Schulman is a former DLA Piper partner.
Reprinted with permission from the June issue of American Lawyer © 2012 ALM Properties, Inc. All rights reserved. Further duplication without permission is prohibited.