Orrick Advises Par Pharmaceutical on its $1.9 Billion Acquisition by TPG


Orrick, Herrington & Sutcliffe LLP has represented Par Pharmaceutical Companies, Inc., one of the largest generic pharmaceutical companies in the United States, in its $1.9 billion acquisition by a fund affiliated with TPG Capital. The closing took place on September 28, 2012.

Par Pharmaceutical develops, manufactures and markets high-barrier-to-entry generic drugs and niche, innovative proprietary pharmaceuticals.  

“With merger activity in the health care industry intensifying, now is an ideal time for companies to consider their merger and acquisition options,” said New York corporate partner King Milling.  “Our relationship with Par began several years ago, and we have had the privilege of advising them on a number of strategic transactions, including Par’s acquisition last year of Anchen Pharmaceuticals for $410 million.”

The closing of the transaction was conditioned upon the affirmative vote of the holders of a majority of Par’s outstanding shares, the receipt of the Federal Trade Commission's clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, and other customary closing conditions.  The transaction was not subject to any financing conditions.

The Orrick team included New York corporate partner R. King Milling, San Francisco M&A and private equity partner Richard Vernon Smith, New York corporate senior associate Tal Hacohen, San Francisco compensation and benefits partner Juliano Banuelos, New York tax partner John Narducci, New York corporate associate Jonas Robison, San Francisco compensation and benefits senior associate Jason Flaherty, New York tax senior associate James Larkin, New York banking and debt capital markets partner Bill Haft, San Francisco securities litigation and regulatory enforcement partner Jim Kramer, Washington, D.C., environmental managing associate Emily Lamond, New York real estate of counsel Rachel Gould, Los Angeles real estate managing associate Nicole Walsh and New York real estate associate Brent Saldana.