Experience
CareTrust REIT takes Care REIT plc privateJones Day is advising CareTrust REIT, Inc. in the $817 million recommended all cash takeover offer for London listed Care REIT plc by CR United Bidco Ltd, a wholly-owned subsidiary of CareTrust. Reneo Pharmaceuticals announces reverse merger with OnKureJones Day represented Reneo Pharmaceuticals, Inc. (NASDAQ: RPHM) in an all-stock reverse merger between Reneo and OnKure, Inc., a privately-held, clinical-stage biopharmaceutical company valued at $170 million that is focused on the development of novel precision medicines in oncology. Five9 acquires AcqueonJones Day advised Five9, Inc. in its acquisition of Acqueon, a pioneering real-time revenue execution platform, realizing Five9's ambition to become the orchestration engine for every interaction across the entire customer journey, including marketing, e-commerce, sales and customer service through AI-driven, omnichannel proactive customer engagement. Bristol Myers Squibb invests in Abata TherapeuticsJones Day advised Bristol Myers Squibb in its investment in Abata Therapeutics to support the development of its Treg cell therapy products. Eli Lilly participates in £90 million ($114 million) Series A financing of MyricxJones Day advised Eli Lilly and Company in connection with the £90 million ($114 million) Series A financing of Myricx, a UK biotech company focusing on the discovery and development of a completely novel class of payloads for antibody-drug conjugates (ADCs). Accurate Background acquires Orange Tree Employment Screening LLCJones Day advised Accurate Background, the largest privately held and minority-owned global provider of compliant background checks, drug and health screening, and workforce monitoring solutions, in its acquisition of Orange Tree Employment Screening, a technology-driven background screening provider. Bristol Myers Squibb invests in Series B financing of NeoPhore LtdJones Day advised Bristol Myers Squibb (NYSE: BMY) in the Series B financing of NeoPhore Ltd. Sumitomo completes sale of $648 million of Common Shares of Roivant Sciences Ltd.Jones Day represented Sumitomo Pharma Co., Ltd. in connection with its privately negotiated sale of $648 million of Common Shares of Roivant Sciences Ltd. Bristol Myers Squibb participates in $75 million Series C financing of Accent TherapeuticsJones Day advised Bristol Myers Squibb Company in connection with the $75 million Series C financing of Accent Therapeutics, a biopharmaceutical company developing precision cancer therapies by targeting RNA-modifying proteins (RMPs), aiming to translate innovative science into transformative treatments for cancer patients. BioMarin announces governance enhancements and value creation initiativesJones Day advised the Board of Directors of BioMarin Pharmaceutical Inc. ("BioMarin") in connection with its entry into a Cooperation Agreement and an Information Sharing Agreement with activist shareholder Elliott Management. Bristol Myers Squibb participates in $37 million financing of EvolveImmune TherapeuticsJones Day advised Bristol Myers Squibb in connection with the $37 million financing of EvolveImmune Therapeutics, an immuno-oncology company developing first-in-category, multifunctional biotherapeutics to overcome the therapeutic challenges of cancer cell resistance to current immune therapy agents. Five9 acquires Aceyus for $82 millionJones Day represented Five9, Inc. in its acquisition of 100% of the equity of Aceyus, Inc. for $82 million in cash. Sumitomo acquires assets and rights related to lefamulin from NabrivaJones Day advised Sumitomo Pharma Co., Ltd. in the acquisition of assets from Nabriva Therapeutics plc and various wholly-owned subsidiaries. This acquisition includes assets from the U.S., Ireland, and Austria in support of the development, manufacture, marketing and commercialization of lefamulin in the People’s Republic of China, Hong Kong, Macau and Taiwan. Astellas acquires Iveric bioJones Day advised Astellas Pharma Inc. in the $5.9 billion cash acquisition of Iveric bio, Inc., a science-driven biopharmaceutical company focused on the discovery and development of novel treatments for retinal diseases with significant unmet medical needs. Meridian Bioscience agrees to be acquired by SD Biosensor and SJL Partners in $1.53 billion all-cash transactionJones Day advised Meridian Bioscience, Inc. in its $1.53 billion all-cash acquisition by SD Biosensor and SJL Partners. Organon makes strategic investment in Claria MedicalJones Day advised Organon in the strategic investment in Claria Medical, Inc. a privately-held company developing an investigational medical device being studied for use during minimally invasive laparoscopic hysterectomy. Misonix merges with BioventusJones Day represented Misonix, Inc. (Nasdaq: MSON) in its acquisition by Bioventus Inc. (Nasdaq: BVS). Skyworks Solutions acquires Infrastructure and Automotive business of Silicon Laboratories for $2.75 billionJones Day advised Skyworks Solutions, Inc., an innovator of high-performance analog semiconductors, in connection with its acquisition of the Infrastructure and Automotive business of Silicon Laboratories Inc. (NASDAQ: SLAB), a leading provider of silicon, software, and solutions, in an all-cash asset transaction valued at $2.75 billion. Huntington Ingalls sells San Diego Shipyard to Titan Acquisition HoldingsJones Day advised Huntington Ingalls Industries in the sale of its San Diego Shipyard to Titan Acquisition Holdings. Sumitovant Biopharma acquires remaining stake in Urovant SciencesJones Day advised Sumitovant Biopharma in its acquisition of all of the outstanding shares of Urovant Sciences Ltd. not already owned by Sumitovant at a price of $16.25 per share in cash. The following represents experience prior to Jones Day.
Public M&A
Represented Beckman Coulter, Inc. in connection with its attempted acquisition of Biosite, Inc. in a tender offer valued at $1.55 billion in cash. Inverness Medical Innovations made a competing offer after Beckman and Biosite announced execution of a definitive merger agreement. After a bidding war, Beckman ultimately declined to match Inverness’ offer.
Represented Intermix Media, Inc., parent of MySpace.com, in connection with sale to News Corporation for approximately $580 million in cash.
Represented Infonet Services Corporation in connection with its acquisition by British Telecom for $1 billion in cash. Infonet Services Corporation was majority owned by international telecom companies, KDDI Corporation, KPN Telecom B.V., Swisscom AG, Telefonica International Holding B.V., Telia AB and Telestra Corporation Limited.
Represented Amgen Inc. in its acquisition of Tularik Inc. in a stock for stock deal valued at $1.6 billion.
Private M&A
Represented Carlyle portfolio company Jazz Semiconductor, Inc. in sale to Acquicor Technology, Inc. for $260 million. Acquicor, Inc. was a special purpose acquisition company formed by Steve Wozniak, Gil Amelio, and Ellen Hancock.
Represented Allergan, Inc. in its acquisition of Esprit Pharma, Inc. for $370 million in cash. Renegotiated approximately $200 million license for urology drug, Sanctura, between Esprit and Indevus Pharmaceuticals, Inc. in connection with the transaction.
Represented Allergan, Inc. in its acquisition of EndoArt, Swiss maker of a gastric band, for approximately $100 million in cash.
Represented Avamar Technologies in connection with its acquisition by EMC Corporation for $165 million.
Represented Avanir Pharmaceuticals in connection with the acquisition of Alamo Pharmaceuticals, LLC for $29 million.
Asset Deals
Represented Pacific Medical Buildings in connection with sale of medical office building portfolio to Nationwide Health Properties in a multi-year transaction with a value of up to $2 billion (initial closing approximately $1 billion). The transaction is structured as a series of downREITs in which the seller received or will receive units substantially equivalent to Nationwide Health Properties’ publicly traded common stock.
Represented Beckman Coulter, Inc. in connection with the purchase of assets and liabilities comprising Dako Denmark A/S’ research flow cytometry instrumentation business. The transaction involved the transfer of assets and employees in 19 countries.
Represented Avanir Pharmaceuticals in connection with the sale of its anti-psychotic drug, FazaClo, to Irish company Azur Pharma for $54 million. The transaction was consummated following an auction processes involving several active bidders.
Represented Clarient, Inc. in connection with its acquisition of substantially all of the assets of Trestle Holding, Inc., a publicly traded company, including its high speed scanning technology and virtual systems business.
Corporate Finance
Represented Skilled Healthcare Group, Inc. in connection with its initial public offering. Net proceeds to Skilled Healthcare were $116 million and to selling stockholders were $156 million, giving the company a total market capitalization of approximately $900 million.
Represented Cayenne Medical, Inc. in $12 million private placement of series B preferred stock. Purchasers included Split Rock Partners and Memphis Biomed Ventures.
Represented Seventh Shield, Inc. in $8 million private placement of series A preferred stock. Purchasers included Greylock and Lightspeed Venture Partners.
Represented Jazz Semiconductor, Inc. in attempted initial public offering. Jazz attempted two initial public offerings, valuing the company at approximately $800 million.
Represented Allergan, Inc. in issuance of $750 million in aggregate principal amount of 1.50% Convertible Senior Notes in a 144A transaction.
Represented Allergan, Inc. in issuance of $800 million aggregate principal amount of 5.75% Senior Notes.
Represented Skilled Healthcare, Inc. in issuance of $200 million principal amount of 11% senior subordinated notes in a 144A transaction. The proceeds of the offering were used to fund the acquisition of Skilled Healthcare by Onex Corporation.
Represented Piper Jaffray & Co. in connection with underwriting of secondary offerings of common stock for Acusphere, Inc.
Represented VNUS Medical Technologies, Inc. in connection with its initial public offering. Net proceeds to VNUS Medical Technologies were $55 million and to selling stockholders were $19 million.
General Corporate Representation
Represented several public companies in connection with Securities Exchange Commission and general corporate matters, including: Allergan, Inc. (NYSE); Skilled Healthcare, Inc. (NYSE); VNUS Medical Technologies, Inc. (Nasdaq); Infonet Services Corporation (NYSE); Amgen (Nasdaq); and Maui Land and Pineapple, Inc. (NYSE)
