December 15, 2016

Today, Jenner & Block client, Lonza Group AG, one of the world’s leading and most-trusted suppliers to the pharmaceutical, biotech and specialty ingredients markets, announced that it has entered into a definitive agreement to acquire Capsugel from investment firm KKR for US$5.5 billion in an all cash transaction.  The transaction will be financed with a combination of debt and equity financing and is expected to close in the second quarter of 2017, subject to certain regulatory approvals and other customary closing conditions.

The acquisition is expected to accelerate Lonza’s growth and ability to deliver value along the healthcare continuum and addresses needs of customers for integrated, value-added solutions that accelerate drug and ingredient delivery to patients and consumers.  It will provide additional value by offering an integrated portfolio of industry-leading technologies, from active pharmaceutical ingredients (APIs) through excipients to dosage forms and delivery technologies.  In addition, the acquisition is expected to strengthen Lonza’s position in consumer healthcare and nutrition as the company becomes a fully integrated and innovative service provider of active ingredients, oral dosage forms, development services and delivery technologies.  The combined business will also be able to leverage its bioavailability technology to create a new dietary ingredient-ready offering, as well as capitalize on its formulation expertise to develop new ingredients and to market new combination products.

Partners Kevin Collins and Martin Glass and Associate Jared Manes led the firm’s multidisciplinary team that included corporate counsel from Barbara Asiain and Inna Gelfgat, financing counsel from Brian Hart, Jeffrey Shuman and Amy Inagaki, antitrust counsel from Lee Van Voorhis and Karthik Reddy, tax counsel from Geoffrey Davis, employee benefits counsel from Tony Ling, intellectual property counsel from Bradford Lyerla, Louis Fogel and Adam Petravicius, environmental counsel from Steven Siros and Alexander Bandza, real estate counsel from Michelle McAtee, Penelope Campbell and Angela Williams, labor and employment counsel from Emma Sullivan, insurance counsel from Matthew Jacobs, and due diligence assistance from Kathy Olivi and Kate Eisenmann-Cabral.