Skadden, Goodwin, and Davis Polk are advising Novo as it finalizes its $16.5 billion acquisition of Catalent.
A consortium of prominent law firms has provided counsel on the $16.5 billion acquisition of American pharmaceutical company Catalent by Novo Holdings, the controlling shareholder of Novo Nordisk, known for its weight-loss medication Wegovy and Type 2 diabetes treatment Ozempic.
Skadden Arps Slate Meagher & Flom represented Catalent in this transaction, while Jones Day acted as legal advisor to the Catalent board of directors. Additionally, Goodwin Procter and Linklaters served as legal advisors to Novo Holdings, which was represented by Davis Polk & Wardwell and Arnold & Porter Kaye Scholer.
This transaction, marking the largest healthcare buyout of 2024, is pivotal to Novo's strategy to enhance production capabilities for its leading pharmaceutical products, as reported by BNN Bloomberg. Analysts predict that these products will emerge as the top-selling drug franchise globally in the coming year.
The acquisition was finalized on December 18, following the European Commission's unconditional approval earlier this month, and the Federal Trade Commission, which had initiated an investigation over potential competitive disadvantages for Novo's rivals utilizing Catalent as a manufacturer, opted not to contest the deal. The all-cash transaction entails Novo Holdings purchasing Catalent for $16.5 billion, inclusive of debt.
Subsequently, Novo Holdings will divest three of Catalent’s manufacturing facilities—located in Anagni, Italy, Brussels, and Bloomington, Indiana—to Novo Nordisk for $11.7 billion, thereby allowing the Danish pharmaceutical company to expand its production of obesity and diabetes medications. The Skadden team advising Catalent comprised M&A partners Todd Freed, Patrick Lewis, and Richard Grossman, along with executive compensation and benefits partner Page Griffin, competition partner Maria Raptis, and corporate counsel Jessica Schmiege. Meanwhile, the Jones Day team representing Catalent’s board included Randi Lesnick, co-chair of the firm’s corporate practice, corporate partner Tim Melton, and competition partner Ryan Thomas.
On the side of Novo Holdings, the private equity and public M&A team from Goodwin Procter was directed by partners Matt Mauney, Josh Zachariah, Andrew Kimball, Rachel Frankeny, and Kirkie Maswoswe. Meanwhile, Linklaters, which provided counsel on merger control, foreign investment, and foreign subsidies related to the transaction, was led by partners Antonia Sherman in the United States and Annamaria Mangiaracina in Brussels, along with counsel Mark Daniel in London.
The team from Davis Polk representing Novo Nordisk was headed by corporate partners William Aaronson and Shanu Bajaj, while the Arnold & Porter team was led by Niels Ersbøll, who chairs the firm’s European competition practice. Citi and JP Morgan acted as financial advisors to Catalent for this transaction, while Morgan Stanley & Co served as the financial advisor for Novo Holdings.
The $16.5 billion acquisition of Catalent by Novo Holdings marks a major milestone in the healthcare sector, enhancing production capabilities for Novo Nordisk's key medications. Supported by a team of leading law firms, the deal positions Novo to capitalize on the growing demand for obesity and diabetes treatments.
