Wachtell and Sullivan & Cromwell called in for Pfizer’s blockbuster $43bn Seagen acquisition

Wachtell advises longtime client Pfizer as M&A chart topper Sullivan acts for cancer drug-maker Seagen

M&A powerhouses Wachtell Lipton Rosen & Katz and Sullivan & Cromwell (S&C) are acting in Pfizer’s blockbuster $43bn acquisition of cancer drug maker Seagen.

Wachtell is acting for longtime client Pfizer, while a team from Sullivan is advising Seagen. 

According to the terms Pfizer will pay $229 a share cash, the drugmaker said today (13 March), with the deal expected to close late this year or early next year.

Wachtell’s team was led by corporate partners Edward Herlihy, co-chair of the firm’s executive committee, David Lam and Zachary Podolsky. It included partners Nelson Fitts (antitrust), Michael Schobel (executive compensation and benefits), Gregory Pessin (finance) and Tijana Dvornic (tax) alongside a supporting cast of counsel and associates. 

Meantime S&C's nine-partner team included corporate trio Matthew Hurd, Melissa Sawyer and Bradley King alongside Matthew Friestedt (executive compensation), Rachel Yu (IP), Davis Wang (tax) and antitrust specialists Renata Hesse, Michael Rosenthal and Samantha Hynes. 

The acquisition sees New York-based Pfizer bulk up its cancer portfolio ahead of an expected sharp drop in Covid-19 product sales and some of its top-selling drugs losing patent protection in the coming years. 

Seagen, which is based outside Seattle, was a pioneer in a class of cancer medicines known as antibody-drug conjugates, which target cancer cells while limiting off-target toxicity. The company expects revenue of $2.2bn this year and Pfizer said the company could contribute more than $10bn in revenues in 2030. 

Dr Albert Bourla, Pfizer chairman and chief executive officer, commented: “Oncology continues to be the largest growth driver in global medicine, and this acquisition will enhance Pfizer’s position in this important space and contribute meaningfully to the achievement of Pfizer’s near- and long-term financial goals.”

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Meantime Seagen chief executive, David Epstein, described the combination with Pfizer as “the right next step for Seagen to further its strategy”.

The acquisition marks the latest mega-deal for S&C, which topped Refinitiv’s global M&A legal advisor rankings by deal value last year for the second consecutive year, working on 176 deals worth $516.6bn. 

Major deals for the firm last year included acting for migraine drug producer Biohaven Pharmaceuticals in its $11.6bn acquisition by Pfizer, which was advised by Ropes & Gray. 

S&C was also among the firms to advise Majorel Group Luxembourg on its potential merger with rival customer experience provider Sitel Group, a deal that would create a combined €8.6bn global giant.

Meantime Wachtell moved up a spot to come in seventh place in Refinitiv’s 2022 rankings, working on 85 deals worth $323.4bn. Standout work for the firm last year included advising Royal Bank of Canada in its purchase of HSBC Bank Canada for C$13.5bn, the country’s largest-ever bank transaction. 

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