MDS Inc. completed the divestiture of its MDS Analytical Technologies business to Danaher Corporation on February 1, 2010 for US$650 million in cash. MDS Analytical Technologies provides life sciences tools and services to pharmaceutical, biotechnology and academic customers around the world for drug discovery and development, bioresearch and mass spectrometry.
The business unit designs, develops, manufactures, and markets high-performance bioanalytical measurement systems and high-end mass spectrometers.
Given the size of the Analytical Technologies business relative to the overall business of MDS, the transaction required the approval of the shareholders of MDS. On February 19, 2010, MDS commenced an issuer tender offer for the purpose of returning US$450 million of the sale proceeds to shareholders by way of a substantial issuer bid.
The MDS legal team was led by Ken Horton, Executive Vice President, Corporate Development and General Counsel, and Peter Brent, Senior Vice President, Legal.
Skadden, Arps, Slate, Meagher & Flom LLP was US counsel to MDS, with a team including, in Toronto, Christopher Morgan, Ryan Dzierniejko and Sarah Ward (corporate); in New York, Marie Gibson, Ted Powers III and Jibril Jackson (corporate), Bruce Goldner and Anita Sinha (IP), Matthew Hendrickson and Kenneth Schwartz (antitrust) and David Schwartz (labour); in Washington, Eric Sensenbrenner and Aaron Feinberg (tax); and in Boston, Timothy Nelson (employee benefits).
Fasken Martineau DuMoulin LLP was Canadian counsel to MDS in the transaction, and represented MDS in connection with the proxy solicitation for the shareholder meeting and in connection with the substantial issuer bid, with a team led by Scott Conover and Richard Steinberg and including, among others, Aaron Atkinson, Tracy Hooey, John Beardwood and Alex Nikolic (M&A); Anthony Baldanza and Mark Magro (competition); Samuel Rickett (strategic counsel); Armand Benitah (IP); Ralph Nero (employment) and Ross Gascho (pensions). Robert Harrison and Berkley Sells (litigation) acted in connection with a third-party application to enjoin the transaction. McCarthy Tétrault LLP acted for MDS on Canadian tax matters, with a team consisting of Douglas Cannon, Patrick McCay, and James Morand (tax).
Goodmans LLP represented the Special Committee of the Board of MDS established to oversee MDS's reorganization, with a team that included Dale Lastman, Robert Vaux and Chris Sunstrum (corporate) and Joe Conforti (employment).
Kirkland & Ellis LLP was US counsel to Danaher, with a team led by Daniel Wolf and Claire Sheng, and including Benjamin Singer and Christine Pope (corporate); David MacDonald, Matthew Lovell, Edward Sadtler, Carolina Paschoal and Elizabeth Daly (IP); Steven Clemens and Russell Light (tax); Mark Kovner and Pierre Dubois (antitrust); Howard Klein and Benjamin Panter (employee benefits); John Caruso and Joseph Goldman (real estate); Robert Ryland and Boyd Greene (government contract); and Walter Lohmann and Jane Stiegman (environmental). Allen & Overy LLP assisted on non-US employment and employee benefits with a team led by Henry Morgenbesser.
Osler, Hoskin & Harcourt LLP was Canadian counsel to Danaher, with a team led by John Macfarlane and Kashif Zaman, and including Donald Gilchrist and James Brown (corporate); Kelly Moffatt and Trung Lam (IP); Kimberly Wharram (tax); Peter Glossop and Kevin Glass (antitrust); James Hassell and Daniel Wong (employee benefits) and Rod Davidge (real estate).