Skadden Arps, Latham called in for Danaher’s $5.7bn Abcam acquisition
Skadden advises US medical giant Danaher as Latham acts for UK’s Abcam in all-cash deal
Skadden Arps Slate Meagher & Flom and Latham & Watkins are acting in US medical giant Danaher’s acquisition of UK life sciences company Abcam in a $5.7bn all-cash deal including debt.
Skadden Arps is acting for longtime client Danaher, one of the world’s biggest suppliers of medical and diagnostic tools, while Latham is advising Abcam.
News of the acquisition follows Danaher cutting its annual sales growth forecast for a second consecutive quarter last month amid a funding crunch in the drug development market. The Abcam acquisition will help to shield Danaher from slowed demand for some of its products, according to a Reuters report, with Abcam - which manufactures protein consumables such as antibodies and reagents used for medical research - representing a higher-margin business.
The transatlantic Skadden team working on the deal included corporate partners Thomas Greenberg (New York) and Lorenzo Corte (London), counsel Adam Howard and associates Patrick Tsitsaros and John Friess. Also working on the matter were executive compensation and benefits counsel Berit Freeman (New York), incentives associate Katie Barnes (London), IP and technology partner Bruce Goldner (New York) and tax partners Gavin White (New York) and Alex Jupp (London).
The Abcam acquisition continues a relationship between Skadden and Danaher that has seen the law firm advise the company on a number of mega deals, including the $2.6bn merger of its communications business with NetScout Systems and its $13.8bn acquisition of filtration and purification product manufacturer Pall Corporation in 2015.
Meantime the Latham team advising Abcam was led by London corporate partners Robbie McLaren, Richard Butterwick, Anna Ngo and Jennifer Gascoyne. Advice on US corporate matters was provided by Orange County partner Scott Shean and New York partner Leah Sauter; on executive compensation, employment & benefits matters by London partner Sarah Gadd and Washington DC partner Nikhil Kumar; and on antitrust and regulatory matters by Brussels partner Héctor Armengod and Washington DC partner Mandy Reeves.
The acquisition concludes a “review of strategic alternatives” initiated by Abcam’s board back in June that saw Latham called in to act as legal advisor. The company had been under pressure from activist investors to sell itself and said that it had engaged with more than 20 possible buyers before the deal with Danaher was finalised.
Earlier Latham also advised Abcam on its listing on NASDAQ, de-listing from AIM and M&A activities including its $340m acquisition of Californian rival BioVision in 2021, as well as recent activist campaign.
Danaher has agreed to buy all of Abcam’s outstanding shares for $24.00 per share in cash. The transaction is expected to close mid-2024, subject to all conditions being met including regulatory and Abcam shareholder approval.
Abcam continues a run of acquisitions by Danaher as it moves to expand its portfolio and build heft. The company bought Aldevron, which manufactures nucleic acid and proteins used for gene therapies, in 2021 for $9.6bn and in 2019 acquired General Electric’s biopharma business for $21.4bn; the company was advised on both deals by Kirkland & Ellis.