GlaxoSmithKline in Antitrust Aspects of Major Transaction with Novartis

Cleary Gottlieb is advising GlaxoSmithKline (GSK) on the global antitrust aspects of its announced three-part transaction with Novartis AG involving its Consumer Healthcare, Vaccines and Oncology businesses. The transaction includes the following highlights:

• GSK and Novartis will create a new world-leading Consumer Healthcare business. GSK will have a majority stake of 63.5%.
• GSK will acquire Novartis’ global Vaccines business (excluding influenza vaccines) for $5.25 billion with subsequent potential milestone payments of up to $1.8 billion and ongoing royalties.
• GSK will divest its Oncology portfolio, related R&D activities and rights to its AKT inhibitor and also grant of commercialization partner rights for future oncology products to Novartis for $16 billion.

The transaction was announced on April 22, 2014 and is expected to closed during the first half of 2015, subject to regulatory approvals.

The firm has served as antitrust counsel to GSK in numerous matters including its acquisitions of Human Genome Sciences, Theravance and Stiefel Laboratories, as well as in significant antitrust litigation.