Jenner & Block client Lonza Group AG announced that it has completed the acquisition of Capsugel S.A., a leading maker of capsules and other dosage forms used for the delivery of drugs and food supplements, from investment firm KKR for US$5.5 billion in cash, including refinancing of existing Capsugel debt of approximately US$2 billion. The acquisition aligns closely with Lonza’s strategy to accelerate its growth and ability to deliver value along the healthcare continuum. In addition, the acquisition will expand the market reach of both companies, open up new opportunities in the pharma and consumer healthcare and nutrition industries, and support Lonza’s strategic ambition of getting closer to the end consumer.
To finance a portion of the purchase price for Capsugel, Lonza completed two equity offerings. In February 2017, Lonza successfully raised more than US$865 million in an accelerated bookbuilding offering. The new shares were listed and admitted to trading on the SIX Swiss Exchange. And, in early May, Jenner & Block acted as international securities counsel for Lonza in its roughly $2.3 billion rights offering.
Partners Kevin T. Collins, Martin C. Glass and Jared S. Manes led the firm’s multidisciplinary team that included corporate counsel from Associate Inna Gelfgat and former Associate Barbara Asiain; financing counsel from Partners Brian S. Hart and Jeffrey R. Shuman and Associates Amy Inagaki, Mark A. Reinhardt and Wei Xu; antitrust counsel from Partner Lee K. Van Voorhis and Associate Karthik P. Reddy; tax counsel from Partner Geoffrey M. Davis and Associate Rafi W. Mottahedeh; employee benefits counsel from Partner S. Tony Ling; intellectual property counsel from Partners Bradford P. Lyerla, Louis E. Fogel and Adam Petravicius; environmental counsel from Partner Steven M. Siros and Associate Alexander J. Bandza; real estate counsel from Partner Michelle M. McAtee, Associates Penelope P. Campbell and Angela G. Williams and Paralegal Susan Eterno; labor and employment counsel from Of Counsel Emma J. Sullivan; insurance counsel from Partner Matthew L. Jacobs; FCPA compliance counsel from Partner Anouck Giovanola; and due diligence assistance from Discovery Attorneys Kathleen D. Olivi and Katherine Eisenmann-Cabral.