Our global group of lawyers specialise in the chemicals sector offering services to companies producing and distributing polymers and plastics all over the world.
As the chemicals sector faces a range of challenges including increasing pressure on margins, regulatory burdens and strong emerging markets all over the world, our global team is constantly finding innovative approaches to meet these. We are experienced in:
- Advancing corporate objectives such as mergers and acquisitions, new product launches, divestitures, partnerships and joint ventures while looking for new efficiencies in the management of standard business processes
- Structuring and restructuring industrial or chemical parks
- Securing patent protection and know-how and in R&D agreements
- Complying with regulatory issues such as Industrial Emissions Directive, REACH, CRC, Hydraulic fracturing and nanotechnology
- Real estate, environmental and health and safety compliance
- Supply and service agreements to contractually secure commercial success
- Specific national regulations on pensions and incentives specific to the chemicals industry
- Advising multinational Rockwood Holdings Inc on its joint venture with China's Chengdu Tianqi Industry Group, which will give Rockwood a 49% ownership interest and Tianqi a 51% interest in Australia's Talison Lithium Ltd.
- Advised a consortium of banks led by Portigon AG on the restructuring of Kruse Group, based in Balve (North Rhine-Westphalia), and the subsequent sale of the loan receivables to Stockmeier Group
- Advising Hanwha Chemical, South Korea, on the asset purchase agreement to acquire Q-Cells SE's headquarters in Germany, its production facilities in Germany and Malaysia and its sales offices in the US, Australia and Japan from Q-Cells' insolvency administrator
- Advising the specialty chemicals group LANXESS on the acquisition of the Argentina-based Darmex S.A. by its wholly-owned subsidiary RheinChemie, Mannheim
- Advising chemicals Group ALTANA on the acquisition of producer of specialty printing inks Color Chemie
- BODE Chemie GmbH, a subsidiary of PAUL HARTMANN AG, has successfully taken action against a Reckitt Benckiser Deutschland GmbH TV commercial and product claims for its hygiene sanitizer Sagrotan
- Structuring and negotiating a research joint venture in China for a German chemicals company, including advice in relation to patent licence agreements
- Representing a German chemicals company in arbitration proceedings with a former joint venture partner in Saudi Arabia, including advice on enforcement of arbitration award in Germany
The healthcare sector is an attractive arena for private equity funds and other associated financial investors. Investors can profit from a stable market as an aging population consumes more healthcare products and services in most parts of the world. The sector consists of different industry branches which all have their attractive dynamics and individual challenges.
Our dedicated Healthcare, Life Sciences & Chemicals M&A Group leads complex M&A transactions for global and local clients and can help you in understanding different markets and the challenges arising in this highly regulated industry. It is only possible to offer clients the best legal advice by having a deep understanding of the industry, the business and the unique commercial drivers that affect them. Our commitment in this area is recognized by clients and independent observers. Based on our in-depth experience clients receive insights into the key factors for commercial success in the different segments of the following sectors:
- Pharmaceutical companies: The pharmaceutical industry profits from stable or even rising demand for healthcare products. In addition, new markets are introduced (advanced therapies, biologic products etc.) and lead to new opportunities in this sector. However, the industry faces market challenges such as weak pipelines and expiring patents forcing inorganic growth strategies
- Medical device companies: The medical device industry in particular faces uncertainties with respect to the regulatory environment in the EU. The draft regulations replacing the current legal framework will lead to a tightening of regulatory requirements for medical devices in the European market. In addition, the industry faces pricing pressures from health insurance, funds and tightening government budgets and needs to further adapt to high compliance standards vis-à-vis healthcare professionals
- Healthcare providers and service industry bodies (such as hospitals, nursing homes and laboratories): Healthcare providers face slow revenue growth and uncertainties result from reforms and the general economy. This leads hospitals and healthcare providers to cut expenses and increase efficiency or to consolidate in the hope of streamlining operations and gaining pull with the industry players. As strategic mergers and acquisitions in the sector continue, private equity firms are positioning themselves to capitalize on this industry in transition
- Chemical companies: the chemicals sector unrelentingly focuses on value creation, driven by competition for capital and investors, or the possibility of a private equity take-over
- Advising European financial investor Chequers Capital, Paris, on the acquisition of Deutsche Fachpflege Holding and the related financing. Deutsche Fachpflege Holding, Munich, offers out-of-clinic intensive care via seven subsidiaries to patients in various German federal states
- Advising Deutsche Bank on the restructuring and sale of the Swiss drug maker to Watson Pharmaceuticals for up to €4.5 million
- Advising Montagu Private Equity on the acquisition of BSN medical, the joint venture between Smith & Nephew and Beiersdorf in the fields of wound care, orthopaedics and phlebology, as well as subsequent add-ons
- Advising Triton on the acquisition of a 17% stake in Curanum AG, the listed German nursing home operator
- Advising European private equity firm, Cinven on its acquisition of Mercury Pharma, the international speciality pharmaceutical company, for £465 million
- Advising a private investor on partnering with international leaders for a hospital complex in Sharjah
- Advising 3i on the acquisition of Lichtwer Pharma AG, Berlin
- Advising IK Investment Partners on the sale of the Welzorg Group, a leading distributor of mobility aids for elderly and disabled people in the Netherlands, Denmark and Sweden, to the Louwman Group
- Mediterranean & Gulf General Insurance and Reinsurance Company (MedGulf) BSC in relation to International Financial Corporation's equity investment of approximately US$124 million to acquire a stake of approximately 14% in MedGulf
- Duke Street on the acquisition of the French laboratories group, and subsequently Biomnis on the disposal and restructuring of the group and refinancing of the debt
- Genextra, Milan, in relation to a number of venture capital investments in the biotech sector, including (i) the US$30 million preferred stock investment in Intercept Pharmaceuticals, a clinical stage biopharmaceutical company and (ii) the investment in the nano-biotechnology venture Tethys
- Advised CVC Asia Pacific Limited on its US$105 million investment in convertible bonds issued by Venturepharma Group in China
The health care industry is one of the world's largest industries consuming over 10% of gross domestic product (GDP) in most developed nations. The sector is increasingly requiring healthcare providers like hospitals and clinics, community health centres and clinical research organisations to provide further services to patients in order to achieve long-lasting success in a legal environment that is strongly regulated and under continuous pressure.
The sector has weathered difficult conditions in the past and it continues to face widespread challenges. Increasing regulatory pressures and the need to obtain operational and financial scale and scope in the health care industry will lead to further changes. We are at the forefront of innovative approaches to meet these requirements with you, and to:
- advance corporate objectives such as financing, mergers and acquisitions, divestitures, joint ventures and partnerships
- implement clinical trials and studies
- adapt to regulatory changes
- meet pricing reimbursement and compliance challenges
- set up contractual documentation to be entered into with private practitioners and heavy equipment operators (MRI and particle accelerators)
- Ongoing advice to ACRO, the Association of Clinical Research Organizations based in Washington, on compliance related issues and representing the association in all questions arising with European authorities
- Bumrungrad International Limited in relation to its successful tender to operate the Mafraq Hospital, Abu Dhabi The private sector partner on the procurement and other aspects of a proposed, multi-facility healthcare complex in Sharjah
- Abu Dhabi-based joint ventures for a government-affiliated health care services provider with leading international providers of health care services
- Ramsay Santé, French subsidiary of Ramsay HealthCare group, on its acquisitions in France, such as Clinique Convert in the east of France (Lyon) and Clinique de l'Union and SSR Le Marquisat in the south of France (Toulouse)
In a world with aging populations and growing markets, medical devices range from simple thermometers to sophisticated and costly diagnostic imaging equipment, or even to smart phones. The role of medical devices in healthcare is essential, and developments in medical technology, the intense scrutiny on direct-to-consumer advertising, as well as, life saving recalls are examples of the side range of industry specific issues with which we can assist clients. Our experience helps you handle these issues efficiently and our network will assist you in investments and acquisitions across the globe.
- Advancing corporate objectives such as mergers and acquisitions, new product launches divestitures and partnerships
- Accessing the market with authorizations and reimbursement
- Preparing for the wave of patent expiries over the near to medium term
- Ensuring compliance with changing regulatory requirements and industry codes of conduct
- Implementing immediate actions in case of product recalls and product liability cases
- Ensuring data protection, IT security and patient rights on the implementation of IT systems.
- Advised Medtronic, Inc. on the acquisition of all shares in Advanced Medical Technologies AG (AMT), a manufacturer of products for the treatment of spinal illnesses. AMT has been a producer of innovative products for the treatment of spinal illnesses located in Nonnweiler, Germany, for 10 years
- Morgan Stanley as underwriter of the global offering of PW Medtech's US$155 million listing on the Main Board of the Stock Exchange of Hong Kong. PW Medtech is a leading medical device company in China focused on high-growth, high-margin and large market capacity segments in the medical device industry. The core business of the Group is orthopaedic implants and advanced infusion sets
- Ongoing advice on all aspects of compliance regarding trainings, hospitality, sponsoring and events of various medical device companies
- Advising the board of an NYSE-listed medical device manufacturer on investigative responses to a whistleblower allegation of FCPA violations in its China and Hong Kong subsidiaries
- Constant advice to major national and international medical device companies in product liability cases and product recalls
- Draeger Medical on its retail/whole sale joint venture in KSA with International Medical Development Company
- Advised Korian S.A. and its German subsidiary, Korian Deutschland AG, on its strategic partnership with Curanum AG and public takeover offer for all of its shares. Curanum AG is a listed German operator of senior residences and care facilities.
Diversifying and 'pharmerging' markets, innovative finishing procedures and global distributions, decreasing spending for the national health service and expiring patents are changing the global pharmaceutical landscape dramatically. We are dedicated to the pharmaceutical sector and support you in a proactive manner to help you face these challenges.
Our broad network covering Europe, Asia, and the Americas has been focusing the pharmaceutical market for over twenty years. We assist our clients on a full range of issues including:
- Multi-jurisdictional regulatory reviews and regulatory advice in M&A transactions and joint ventures
- Controlling R&D costs for targeted medicines while responding to demands in broadening the product portfolio
- Ensuring compliance with changing regulatory requirements and industry codes of conduct
- Protecting patents including patent pooling and cross licensing
- Accessing the market with authorisations and reimbursement
- Performing clinical trials, post market surveillance studies and data collection and registry studies
- Complying with laws on advertising
- Implementing immediate actions in the case of product recalls and product liability cases.
- Advising Pfizer on the IPO of its former animal health business, Zoetis. With the IPO, Pfizer has created the world's largest standalone company fully devoted to animal health medicines and vaccines. Zoetis has more than 9,500 employees, and its products are sold in more than 120 countries. The company's turnover in 2011 amounted to approximately US$4.2 billion
- Advising Pfizer in a multi-million litigation concerning claim for damages regarding the breach of patent license for Pfizer, as well as the accusation of contra bonos mores damnification
- Fidia Farmaceutici in relation to the sale of its ophthalmic business to Bausch & Lomb, its joint venture with Bionicle Sciences in relation to the development and sale of biotech medical products for the US market
- Advising Amgen on the acquisition of Micromet
- Advising Bayer Pharma AG during the sale of a portfolio of substances related to the field of molecular diagnostics (molecular imaging) to Piramal Imaging SA, an affiliate of Piramal Health Care Ltd.
- Consulting a US pharmaceutical product manufacturer during the acquisition of a European company, including comprehensive FCPA Due Diligence
- Advising and representing the major German association of pharmaceuticals (Bundesverband der Arzneimittelhersteller e.V./BAH) and the trademark association before the Federal Institute for Drugs and Medical Devices (BfArM) regarding new rules to prohibit the use of umbrella trademarks for pharmaceuticals with different substances. The opinion was indicative for the whole pharma industry and led to a significant change of the more restrictive draft guidelines issued by the Federal Institute
- Counsel to two pharmaceutical manufacturers and their joint venture in an internal investigation into allegations of bribery and fraud in central Europe
- Revision of the regulations and codes for the Association for 'voluntary self-oversight for the pharmaceuticals industry' (FSA) based on the mandates of the EFPIA code, including antitrust advice regarding registration with the Federal Oversight Office, and ongoing advice regarding all legal compliance questions.
- Advising Bayer on the acquisition of Steigerwald Arzneimittelwerk GmbH, Darmstadt. The acquisition is a strategic move to strengthen Bayer's Consumer Care division which specializes in marketing OTC medicinal products
- Advised Pfizer Inc. on its pharmaceutical manufacturing and distribution joint venture with Zhejiang Hisun Pharmaceutical, a leading pharmaceutical company in China listed on the Shanghai Stock Exchange. The companies have established a new pharmaceutical joint venture for the development, production and sale of high quality branded generic drugs for patients in China and global markets. The joint venture will be named Hisun-Pfizer Pharmaceuticals Co., Ltd.
As part of the firm's global matrix, members of the global Healthcare, Life Sciences & Chemicals sector team specialise both in specific subsectors and the relevant practice areas to pool our collective resources and experience to benefit our clients.
Clifford Chance's deep understanding of the healthcare industry is integral to our ability to offer the highest quality advice and solutions wherever we operate. We focus on industry sectors so that we can provide you with:
- access to our combined knowledge, expertise and experience by sector
- lawyers who know the risks and challenges within your industry and who proactively bring insights to you.
Our sector approach ensures that our lawyers truly understand the healthcare industry with its regulatory and commercial challenges. At the same time it avoids the build-up of silos between different areas of laws so that we are able to deliver to our clients commercially sound and legally robust solutions focused to their business objectives.
Having cultivated an expertise in the healthcare and life sciences industry over two decades and having worked with many of the world's leading and emerging pharmaceutical, chemicals, medical device and health care services companies, we know the importance of anticipating regulatory and contractual issues in the context of corporate investment, finance, competition, strategy and operations.
Established in the early 1990s, the Global Healthcare and Life Sciences sector team consists of more than 140 dedicated lawyers in 30 centres including Belgium, China, France, Germany, Italy, the Netherlands, Poland, Russia, Spain, United Arab Emirates, the United Kingdom and the United States.
- Advised Takeda GmbH (formerly: Nycomed GmbH) in connection with the sale of its self-medication business (OTC) for the German market to DR.KADE Pharmazeutische Fabrik. DR. KADE, well known for its brands Posterisan and KadeFungin, acquires amongst others brands like Faktu, Sanostol, Riopan and Buer Lecithin
- Advised Pfizer on the sale of its Nutrition business to Nestle. Pfizer’s Nutrition business sells speciality infant and toddler formulas, follow-on formulas, maternal and adult nutrition products and recorded revenues of approximately US$2.1 billion in 2011, an increase of 15% compared with 2010. Pfizer acquired the business as part of its US$68 billion purchase of Wyeth in 2009, on which Clifford Chance also advised
- Advised an Abu Dhabi government delivery agency on a joint venture in the healthcare sector