23 July 2012
By Celia Llopis-Jepsen
Ropes & Gray and Mayer Brown helped seal a deal on Friday for Fresenius Kabi, a European supplier of medical equipment used in intravenous therapy, to expand its U.S. presence by buying Illinois-based Fenwal Holdings Inc., a manufacturer of blood-collection equipment owned by investment firms TPG and Maverick Capital.
Fresenius Kabi and Fenwal did not release the financial terms of the agreement—valued at $1.1 billion, according to Reuters—but said they expected to finalize the deal by the end of the year after securing approval from antitrust regulators.
Fresenius, which is based in Bad-Homburg, Germany, said it would pay for the purchase with existing funds. With nearly 25,000 employees worldwide that sees Latin America and the Asia-Pacific as its major non-European markets, the company will boost its presence in North America with the acquisition of Lake Zurich, Illinois–based Fenwal. In a statement, Fresenius said the acquisition would give it better access to the U.S. market for transfusion technology and help it broaden its product portfolio.
Ropes & Gray advised Fenwal and TPG, led by corporate partners Will Shields in Boston and Neill Jakobe in Chicago. The team included more than a dozen other lawyers at five offices: In Boston, partners Newcomb Stillwell (corporate), Chris Leich (tax), Loretta Richard (employee benefits), Steven Wilcox (life sciences), Peter Ebb (labor and employment), Joan McPhee (government enforcement), Michael Lee (debt), Peter Alpert (environmental) and Charles Larsen (intellectual property); in Washington, D.C., partners Al Cacozza (regulatory) and Mike McFalls (antitrust); in New York, counsel Jared Nagley (antitrust) and partners William Sussman (litigation) and David Djaha (real estate); in Chicago, partners Marc Cavan (IP litigation) and Asheesh Goel (government enforcement); and in Hong Kong, partners Marcia Ellis and Julian Chung (international and regulatory). Chris Visick is chief legal officer of Fenwal. A team of lawyers from Arnold & Porter also worked on the antitrust aspects of the deal, according to a Ropes & Gray spokesman.
The Fresenius deal is one of a number of acquisitions Ropes & Gray has handled for TPG. It has advised the company on deals including its $1.9 billion purchase earlier this month of New Jersey’s PAR Pharmaceutical Companies Inc. and the nearly $3 billion acquisition of clothing retailer J.Crew Group Inc. in 2011.
Mayer Brown represented Fresenius, with partners David Carpenter in New York, John Boelter in Chicago, and Christof Gaudig in Düsseldorf handling corporate and securities matters. Partner Joseph Mahoney in Chicago handled IP issues and partner Lee Morlock in Chicago advised on tax matters. The team worked closely with Fresenius Kabi general counsel Matthias Fenner.
Boelter said the transaction was complex both because of its global scope and because the sale was conducted through a competitive bidding process, in which bidders have little or no information about rival offers. “That puts a lot of premium on price,” Boelter said. “You are competing against bidders to create the best offer you can.”
Reprinted with permission from the July 23, 2012 edition of The AmLaw Daily © 2012 ALM Properties, Inc. All rights reserved. Further duplication without permission is prohibited.