Endo International plc, a global specialty healthcare company, completed its acquisition of Paladin Labs Inc., a specialty pharmaceutical company focused on acquiring or in-licensing pharmaceutical products for the Canadian and world markets, for total consideration of over $3 billion.
The transaction was carried out in Canada by way of a plan of arrangement under the Canada Business Corporations Act and in the US by way of a Delaware merger. Under the plan of arrangement, Endo acquired all of the issued and outstanding common shares of Paladin in exchange for Paladin shareholders receiving, for each Paladin share they owned at closing, 1.6331 shares of Endo, $1.16 in cash and one share of Knight Therapeutics Inc. (Knight), a newly formed Canadian specialty pharmaceutical public company which received certain assets from Paladin in connection with the transaction. Shares of Endo began trading on NASDAQ and the TSX, and shares of Knight began trading on the TSX Venture Exchange on Mar. 3, 2014.
Endo was represented in-house by Caroline Manogue, Executive Vice President, Chief Legal Officer and Secretary; and by Skadden, Arps, Slate, Meagher & Flom LLP with a team including Eileen Nugent, Brandon Van Dyke, Michael Chitwood and Grace Fu (corporate); Paul Oosterhuis and David Rievman (tax); Steve Messina and Danielle Li (banking); Adam Waitman and Stacy Kanter (corporate finance) and Erica Schohn (executive compensation and benefits); and in Canada by Torys LLP with a team including Sharon Geraghty, Krista Hill, Konata Lake, Catherine de Giusti and Miranda Callaghan (M&A); Glen Johnson and Leslie McCallum (securities); Corrado Cardarelli and Andrew Silverman (tax); Andrew Gray, Sylvie Rodrigue and Linda Plumpton (litigation); Dany Assaf, Arezou Farivar and Rebecca Moskowitz (competition); Tom Zverina and Nina Mansoori (debt financing); Mitch Frazer, Lynne Lacoursiere and Tom Stevenson (pension, benefits and employment).
Paladin and Knight were represented by Davies Ward Phillips & Vineberg LLP with a team led by Hillel Rosen and including Neil Kravitz, Elliot Greenstone, Brian Kujavsky, Christine Lenis and Julien Brosseau (corporate and securities); Brian Bloom and Marie-Emmanuelle Vaillancourt (tax); Mark Katz and Charles Tingley (competition); Louis-Martin O'Neill and AndréAnne Fortin (litigation); and in New York by Gerald Shepherd and Nir Servatka (securities and competition) and Peter Glicklich (tax).
Michael Gans and Ken Prichard (corporate) of Blake, Cassels & Graydon LLP advised Credit Suisse Securities, financial adviser to Paladin.
A group of Paladin shareholders representing approximately 34 per cent of Paladin's outstanding shares were also represented by Davies Ward Phillips & Vineberg with a team including Richard Cherney and Olivier Désilets (corporate and securities); Rhonda Rudick and Olivier Fournier (tax); and Scott Hyman and Serge Semenovych (securitization).