Norton Rose Fulbright advises medtech giant Varian on AU$1.58bn acquisition of Sirtex

A cross-border team from global law firm Norton Rose Fulbright is advising US-based medtech giant Varian Medical Systems, Inc. on its proposed AU$1.58bn acquisition of all of the issued share capital of ASX-listed life sciences company Sirtex Medical Limited, currently the largest takeover deal announced in Australia for 2018.

Under the scheme implementation deed entered into between the parties, Varian will acquire Sirtex by way of a scheme of arrangement which is expected to be implemented in or around late May 2018, subject to satisfaction of a number of conditions including the approval of Sirtex shareholders, the Federal Court of Australia, the FIRB and other regulatory bodies as set out in the scheme implementation deed.  If approved, Varian will pay each Sirtex shareholder $28.00 cash for each Sirtex share held on the record date.

The scheme implementation deed has been unanimously approved by the board of directors of both companies and the proposed transaction has been unanimously recommended to Sirtex shareholders by the Sirtex board.

Sirtex is an Australian-based global life-sciences company that uses novel small particle technology to develop and supply innovative interventional oncology treatments, with the goal of improving the quality and longevity of patients’ lives.

Varian is a New York Stock Exchange listed medical devices and software developer and a leader in developing and delivering cancer care solutions, and is focussed on creating a world without fear of cancer.  Varian is headquartered in Palo Alto, California, and employs approximately 6,500 people around the world and has a market capitalisation of approximately US$11 billion.

Norton Rose Fulbright M&A partner Shaun Clyne, who led the team advising Varian, commented:

"It was pleasing to be able to bring together a large and diverse team from our Australian, European and United States offices to partner with the Varian deal team on this significant acquisition.  Varian’s innovative approach to simplifying cancer-fighting solutions intersects with our own commitment to being the market-leader in legal services to the healthcare and technology industries and we look forward to successfully completing this acquisition”

The Norton Rose Fulbright team which included lawyers from across Australia, Europe and the US was led by M&A partner Shaun Clyne, with support from partner Jeremy Wickens and associate Hugh McDonald, with specialist support from partners Belinda Harvey, Neely B. Agin (Washington DC), Dan Wellington (Washington DC), Ann Donohue (Sydney), Bernard O’Shea (Melbourne), Raymond Lou (Sydney), David Cross (Sydney), Michael French (Brisbane), Georgina Hey (Sydney), Maren Stolting (Munich), Thomas Hopf (Frankfurt), Andreas Boerner (Munich), Gina N. Shishima (Austin, New York), special counsel Michelle Ralston (Brisbane), senior associate Peter Richard (Sydney), of counsel Felix Dinger (Hamburg) and Bob Rouder (San Antonio), associates Sarah Heywood (Brisbane) and Rebecca Brenikov (Sydney), and lawyers Alain Nguyen (Sydney) and Sai Ma (Sydney).