R. Scott Shean

Latham & Watkins has advised Centerview Partners as lead financial advisor to MorphoSys AG in connection with the business combination agreement with Novartis data42 AG and Novartis AG (Novartis). Based on the business combination agreement, Novartis will submit a voluntary public takeover offer for all of MorphoSys' outstanding common shares and offer MorphoSys' shareholders €68.00 per share in cash, for a total equity value of €2.7 billion. The takeover offer will contain customary closing conditions, in particular a minimum acceptance threshold and regulatory clearances. The closing is currently expected to take place in the first half of 2024. MorphoSys and Novartis agreed to take MorphoSys private promptly after the takeover offer has been settled. The Latham team was led by Orange County partner Scott Shean and Düsseldorf partner Heiko Gotsche, with associates Brian Umanoff and Steffen Augschill.~~

Feb 6

1 min

Latham & Watkins was honored with five awards from LMG Life Sciences, which highlight the best in practice in the industry following a thorough survey of the life sciences sector. The awards are regarded as one of the industry’s top programs and Latham has been recognized every year since their inception in 2012. This honor builds upon the five EMEA LMG Life Sciences Awards the team earned earlier this year. This year our healthcare and life sciences team was honored with the following: Impact Deal of the Year — Latham was honored for representing Prometheus Biosciences, a clinical-stage biotechnology company, in its US$10.8 billion acquisition by Merck. The award-winning deal was led by partners Daniel Rees, Matt Bush, and Cheston Larson. Patent Impact Case of Year — Latham achieved a significant win for our client Avadel, a specialty pharma company, in Jazz Pharmaceuticals v Avadel CNS Pharmaceuticals (CAFC 2023). The Federal Circuit — for the first time ever — affirmed a district court decision ordering a party to request that the FDA delist a patent from the Orange Book. The case was led by partners Kenneth Schuler and Marc Zubick. Post-Grant Proceedings Attorney of the Year — Global Vice Chair of the firm’s Healthcare & Life Sciences Industry Group, New York partner Arlene Lee Chow was recognized for her work representing an array of pharma/biotech clients in post-grant proceedings. General Patent Litigator of the Year: Midwest — A seasoned patent litigator, Chicago partner Kenneth Schuler was honored for his body of work, including co-leading the award-winning Patent Impact Case of the Year. Appellate Litigator of the Year: Intellectual Property — Head of the firm’s IP appellate practice, Washington, D.C. partner Gabriel Bell was recognized for his work for client Avadel on a precedent-setting appeal in the US Court of Appeals for the Federal Circuit arising from Avadel’s ongoing patent litigation defense and antitrust counterclaims against Jazz Pharmaceuticals. Latham and its attorneys were also on the shortlist in a number of other categories, including: Life Cycle Firm of the Year, Corporate Firm of the Year, M&A Firm of the Year, General Patent Litigation Firm of the Year, Corporate Attorney of the Year — Cheston Larson, M&A Attorney of the Year — Scott Shean, Licensing & Collaboration Attorney of the Year — Judith Hasko, and General Patent Litigator of the Year — DC Metro — Mike Morin. LMG Life Sciences is the definitive guide to leading North American law firms and lawyers specialized in the life sciences industry. In the US, it focuses its surveys on four main practice areas: Regulatory; Intellectual Property; Financial & Corporate; and Non-IP Litigation & Enforcement. The LMG Life Sciences Awards are determined through rigorous research including firm submissions, practitioner surveys, client feedback, and independent research.~~

Sep 12

2 min

Latham & Watkins LLP hat Centerview Partners als Lead Financial Advisor der MorphoSys AG im Zusammenhang mit einem Business Combination Agreement (BCA) mit der Novartis data42 AG und der Novartis AG (Novartis) beraten. Auf Grundlage des BCA wird Novartis ein freiwilliges öffentliches Übernahmeangebot für alle ausstehenden MorphoSys-Stammaktien unterbreiten und den MorphoSys-Aktionären 68,00 Euro je Aktie in bar anbieten, was einem Eigenkapitalwert von insgesamt 2,7 Mrd. Euro entspricht. Das Übernahmeangebot unterliegt den üblichen Vollzugsbedingungen, einschließlich einer Mindestannahmeschwelle und behördlichen Freigaben. Der Vollzug der Transaktion wird voraussichtlich in der ersten Hälfte des Jahres 2024 erfolgen. MorphoSys und Novartis haben sich darauf geeinigt, MorphoSys unmittelbar nach Abschluss des Übernahmeangebots von der Börse zu nehmen. Latham & Watkins LLP hat mit folgendem Team beraten: Dr. Heiko Gotsche (Partner, Düsseldorf), Scott Shean (Partner, Orange County, gemeinsame Federführung), Dr. Steffen Augschill(Associate, Düsseldorf), Brian Umanoff (Associate, Orange County, alle Corporate)~~

Feb 6

1 min

Amgen and ChemoCentryx, Inc., a biopharmaceutical company focused on orally administered therapeutics to treat autoimmune diseases, inflammatory disorders and cancer, have announced that the companies have entered into a definitive agreement under which Amgen will acquire ChemoCentryx for US$52 per share in cash, representing an enterprise value of approximately US$3.7 billion. Latham & Watkins LLP represents ChemoCentryx in the transaction with a corporate deal team led by Orange County partner Scott Shean, San Diego partner Michael Sullivan, and Bay Area partner Bret Stancil, with Orange County associates Shannon Cheng and Caitlin Nguyen and San Diego associate Brian Daley. Advice was also provided on benefits and compensation matters by San Diego partner Holly Bauer, with Los Angeles associate Vanessa King; on tax matters by Century City partner Sam Weiner, with Century City associate Brian Rogers; on antitrust matters by San Diego partner Hanno Kaiser and Bay Area counsel Jason Daniels; on intellectual property matters by Bay Area partner Chris Hazuka, with San Diego associate Robert Yeh; and on healthcare regulatory matters by Washington, D.C. partner Elizabeth Richards, Paris partner Eveline Van Keymeulen, and Bay Area partner Heather Deixler, with Paris associate Jeanne Fabre.~~

Aug 4

1 min

Latham & Watkins has advised Abcam plc (Nasdaq: ABCM), a global leader in the supply of life science research tools, on a definitive agreement pursuant to which Danaher Corporation (NYSE: DHR) will acquire all of the outstanding shares of Abcam for US$24 per share in cash (the ‘Transaction’), with a total enterprise value of approximately US$5.7 billion including assumed indebtedness and net of acquired cash. The Transaction has been unanimously approved and recommended by the Abcam Board of Directors and unanimously approved by the Danaher Board of Directors. Latham has previously advised Abcam on its listing on NASDAQ, de-listing from AIM, strategic M&A activities, and a recent activist campaign. The Latham team was led by London corporate partners Robbie McLaren, Richard Butterwick, Anna Ngo, and Jennifer Gascoyne, with associates Chris Ramsey, Aimee Godfrey, Aeneas Nalbantis, and Will Temple-Smith. Advice on US corporate matters was provided by Orange County partner Scott Shean and New York partner Leah Sauter; on executive compensation, employment & benefits matters by London partner Sarah Gadd and Washington, D.C. partner Nikhil Kumar; and on antitrust and regulatory matters by Brussels partner Héctor Armengod and counsel Philipp Studt, and Washington, D.C. partner Mandy Reeves.~~

Aug 28

1 min