Jan. 29, 2014
Sarah P. Payne
See more on Sarah P. PayneSullivan & Cromwell LLP | Palo Alto | Corporate
Among them, she advised on the acquisition of Onyx Pharmaceuticals Inc. by client Amgen Inc. for $10.4 billion.
Payne had to manage many different aspects of the deal as it unfolded.
In late June, she made a private, unsolicited bid on behalf of Amgen for Onyx, a San Francisco-based biopharmaceutical company focused on therapies for the treatment of cancer.
Onyx rejected the offer and commenced a process that resulted in its shares soaring.
Ultimately, Amgen and Onyx agreed to a $125-a-share price - more than four times what it had traded for five years before.
"The transaction was done under the new Delaware law change, which effectively allows acquirers to close a tender offer and immediate merger with only a majority shareholder tender rate," Payne said, "as opposed to having to obtain 90 percent of all shares under the previous law."
She added, "It takes a lot of work and strategy and trying to anticipate the next step from the target's perspective and taking a long-term view," Payne said. "We were trying to anticipate multiple steps."
Among her other transactions was the IPO of Blackhawk Network Holdings Inc., representing the underwriters; the $2.6 billion acquisition of Medicis Pharmaceutical Corp. by client Valeant Pharmaceuticals International Inc.; and client VeriFone Systems Inc.'s acquisitions of Hypercom Corp. for $600 million and Point International AB for $1.8 billion.
Payne also represented Centerview Partners LLC, which acted as financial adviser to Cisco Systems Inc. in its $5 billion acquisition of NDS Group Ltd.; and Fiserv Inc. in its $465 million acquisition of CashEdge Inc.
In 2011, with partners Alison Ressler in Los Angeles and Richard Morrissey in London, Payne advised in the $8.5 billion sale of client Skype to Microsoft.
"That was an interesting cross-border transaction, and involved coordinating a large team," Payne said. "It all came together quickly, and we had to keep on top of a variety of issues to get it done."
Looking ahead, Payne said, "I think that technology IPO markets will continue to be strong."
- PAT BRODERICK
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