TPG Capital Acquires Axcan Pharma Inc.

On February 25, 2008, Axcan Pharma Inc. (“Axcan”) was acquired by an affiliate of TPG Capital pursuant to a Plan of Arrangement under the Canada Business Corporations Act. TPG Capital paid US$23.35 for each issued and outstanding Axcan share, for an aggregate purchase price of approximately US$1.3 billion.

Axcan is a leading multinational specialty pharmaceutical company focused on gastroenterology with sales operations in Canada, the United States and the European Union. Axcan develops and markets a broad line of prescription products to treat a range of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to pancreatic insufficiency. Prior to completion of the transaction, Axcan's shares were listed on the Toronto Stock Exchange and quoted on NASDAQ – Global Market. TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992, with more than US$35 billion of assets under management.

The acquisition was financed by a senior secured credit facility, a senior unsecured bridge facility and proceeds from an offering of senior secured notes.

Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets acted as joint book-running managers with respect to the offering of senior secured notes and as joint lead arrangers and joint bookrunners with respect to the senior credit facilities. Bank of America, N.A. acted as administrative and collateral agent.

TPG was represented by Ropes & Gray LLP with a team that included R. Newcomb Stillwell, William M. Shields, and Scott Crofton (M&A and securities); Pat O'Brien, Jay Kim, Alison Bomberg, Kristen L. Jenkins and Lisa Green Case (financing); and Christopher M. Leich, Elaine B. Murphy and Beth M. Elliot (tax).

Davies Ward Phillips & Vineberg LLP acted as Canadian counsel to TPG with a team that included Maryse Bertrand, Neil Kravitz, and Brian Kujavsky (M&A and securities); Hillel Rosen (competition and Investment Canada), and Annie Gauthier (corporate); Ian Crosbie and Duncan Osborne (tax); and Sébastien Thériault (financing). In addition, TPG was represented by Cleary, Gottlieb, Steen and Hamilton LLP on employment issues, with a team including Arthur Kohn and Caroline Hayday.

Axcan was represented by Vice President, Corporate Development and General Counsel Richard Tarte, and Stikeman Elliott LLP on matters of Canadian law, with a team that included Edward B. Claxton, Jean Marc Huot, Benoit Dubord, Kim Le and Jean-François Laroche (M&A and securities); Gil Michel-Garcia and Kristina Heese (financing); Luc Bernier, Christian Meighen and Michel Legendre (tax); Marc-André Coulombe (litigation); and Michel Gélinas and Stephen W. Hamilton (regulatory). Axcan was also represented by Latham & Watkins LLP on matters of US law, with a team that included Thomas E. (“Ted”) Keim, Jr., David Schwartzbaum, Ashran Jen and Colleen Doan (M&A and securities); Brad Kotler and Dennis Lamont (financing), Robin Struve (benefits, compensation and employment), and Diana Doyle and Pedram Ben-Cohen (tax).

The banks that provided the acquisition financing were advised by a team at Davis, Polk & Wardwell including Michael Kaplan and Wendi Hoeben (capital markets); and Bradley Y. Smith, Jason Kyrwood and Kenneth J. Steinberg (credit).

They were also advised by McCarthy Tétrault LLP on matters of Canadian law, with a team that included Barry Ryan, Robert Metcalfe and Mathieu Dubord.


Marc-André Coulombe Mathieu Dubord Michel Legendre Stephen W. Hamilton Kristina Heese Edward B. Claxton Maryse Bertrand Hillel W. Rosen Jean-François Laroche Christian Meighen Luc Bernier Benoît C. Dubord Gil Michel-Garcia Neil Kravitz Richard Tarte Brian Kujavsky Michel Gélinas Duncan G. Osborne Jean Marc Huot Robert P. Metcalfe Annie Gauthier Sébastien Thériault R. Ian Crosbie


Ropes & Gray LLP Davies Ward Phillips & Vineberg LLP Cleary, Gottlieb, Steen & Hamilton Stikeman Elliott LLP Latham & Watkins LLP Davis Polk & Wardwell McCarthy Tétrault LLP