S&C, Cleary, Ropes & Gray and Hengeler line up for $4.25bn Baxter Biopharma Solutions sale

Deal sees Advent and Warburg Pincus turn to longstanding advisers as they unveil standalone services business
Barrie, Ontario, Canada - August 4, 2019: Sign of Baxter on the plant building in Barrie, Ontario, Canada. Baxter International Inc. is an American multinational health care company

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Sullivan & Cromwell (S&C), Cleary Gottlieb Steen & Hamilton, Ropes & Gray and Hengeler Mueller are advising on Baxter International’s $4.25bn sale of its BioPharma Solutions (BPS) business to private equity firms Advent International and Warburg Pincus.

The transatlantic deal will see the private equity consortium, advised by Cleary, Ropes & Gray and Hengeler, take on manufacturing facilities in Bloomington, Indiana and Halle in Germany. 

With a workforce of around 1,700 and annual revenue of approximately $600m, BPS will operate as a standalone provider of sterile contract manufacturing solutions, parenteral delivery systems and support services to the pharma and biotech industries. 

A team from S&C advised Baxter, which signalled the divestiture in January as part of a strategic review to simplify its business that also includes the planned spinning out of its renal care and acute therapies units into an independent, publicly traded company.

“Today represents an important step in Baxter’s ongoing transformation journey as we continue to execute against our strategic priorities, enhance our focus and create additional value for all our stakeholders,” said Baxter’s chairman, president and chief executive Joe E. Almeida. 

The deal sees the trio of US firms pick up work from key clients.

Advent International and Ropes & Gray are both headquartered in Boston and the private equity giant is one of its mainstay clients, a relationship that extended to the appointment of former Ropes & Gray private equity head Amanda McGrady Morrison as its general counsel last September.

Likewise, Cleary is a regular adviser to Warburg Pincus, work that included last November’s $8.9bn sale of portfolio company Summit Health-CityMD to VillageMD.

Previous deals S&C has advised Baxter on, meanwhile, include the $12.4bn acquisition of medical technology company Hillrom in 2021. S&C fielded a team led by corporate partners Mellisa Sawyer (New York) and York Schnorbus (Frankfurt) for the latest deal. 

The Ropes & Gray team was led by Boston-based private equity partners Annie Sipe and Christian Westra and included Matt Richards (private equity), Andrea Hwang and Byung Choi (finance), David Saltzman and Adam Greenwood (tax), Annie Herdman, Ruchit Patel, Samer Musallam and Jim Dowden (litigation & enforcement) and life sciences specialist partners Lincoln Tsangm, Gregory Levine and Amanda Austin.

The Cleary M&A team was led by New York-based partners Matt Salerno, Paul Imperatore, and David Leinwand, with support from partners Meme Peponis (finance), Michael Albano (executive compensation and benefits), Daniel Ilan and Marcela Robledo (IP), Jason Factor and Maureen Linch (tax), and Daniel Reynolds (real estate).

Hengeler Mueller fielded a team led by Munich-based corporate partners Elisabeth Kreuzer and Daniel Wiegand that included fellow corporate partners Maximilian Mayer and Lena Böhringer, tax partner Matthias Scheifele, Hendrik Bockenheimer (employment), Wolfgang Spoerr (healthcare), Jan Bonhage (regulatory), and Daniela Böning and Johannes Tieves (finance).

Last month, Paul Weiss Rifkind Wharton & Garrison advised on two major Big Pharma deals: Merck’s acquisition of drugmaker Prometheus Biosciences for almost $11bn and the £1.6bn acquisition by GSK of Canadian drugmaker Bellus.

Latham & Watkins advised Prometheus Biosciences and Skadden Arps Slate Meagher & Flom advised Bellus. 

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