Lexpert Magazine

April/May 2017

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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LEXPERT MAGAZINE | APRIL/MAY 2016 19 INDUSTRY ANALYSIS | CORPORATE TRANSACTIONS OF IMPORTANCE | Energy & Power Pipelines Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Consumer Staples 5 Pipelines 2 Metals & Mining 1 Telecommunications Telecommunications Telecommunications Telecommunications 1 Advertising & Marketing Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Consumer TRANSACTION VITALS ANNOUNCED: 8/31/2016 CLOSED: 10/21/2016 TECHNIQUE: PLAN OF ARRANGEMENT ATTITUDE: FRIENDLY SOUGHT: 100% STEPHEN HALPERIN GOODMANS LLP TORONTO (FOR SUNOVION IN CANADA) JEFFREY GRAHAM BORDEN LADNER GERVAIS LLP TORONTO (FOR CYNAPSUS IN CANADA) Sunovion Pharmaceuticals Inc. ("Sunovion") completed the acquisi- tion of Cynapsus erapeutics Inc. ("Cynapsus") by way of plan of ar- rangement for approximately $841 million. e acquisition is aligned with Sunovion's global strategy to expand and diversify its portfolio in key therapeutic areas, including neurology. Sunovion is a global pharmaceutical company focused on the in- novative application of science and medicine to help people with serious medical conditions. Sunovion is headquartered in Marlbor- ough, Massachusetts. e company is a wholly owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd., which is a leading Japanese pharmaceutical company. Based in Toronto, Cynapsus is a specialty central nervous system pharmaceutical company that has been developing a fast-acting, easy- to-use, sublingual thin film for the on-demand management of de- bilitating "off " episodes associated with Parkinson's disease. Sunovion was represented in-house by Gregory Bokar, Senior Vice President Legal Affairs and Corporate Secretary, Michelle Flores, Senior Counsel, Litigation & Business Development and Daina Selvig, Assistant General Counsel, Legal Affairs, and in Canada by Goodmans LLP with a team that included Stephen Halperin, Shel- don Freeman, David Coll-Black and Jamie Habert (corporate), Alan Bowman and Kabir Jamal (tax), Susan Garvie and John Alton (em- ployment & benefits), Tom Friedland (litigation), Amalia Berg (IP) and Richard Annan and Michael Koch (regulatory). Sunovion was represented in the United States by Reed Smith LLP with a team that included Diane Frenier, Edward Bromley III and Wayne Janke (corporate), Arnold Grant (tax) and Celeste Letourneau and Kevin Madagan (US regulatory), by Gibbons P.C. with a team that includ- ed David De Lorenzi, Patricia Clark, George Gould and Estelle Tsev- do (IP), and by Jones Day with a team that included Pamela Taylor, Bevin Newman, John Magruder, Hiromitsu Miyakawa and Naoko Tokumoto (antitrust & Hart-Scott-Rodino). Sumitomo Dainippon Pharma Co., Ltd. was represented by Ken Kiyohara of CMA Partners (Kiyohara International Law Office) and in the US by Paul, Weiss, Riind, Wharton & Garrison LLP. e Paul, Weiss team included Ariel Deckelbaum and Nathan Saw- yer (corporate). Nomura Securities International, Inc. served as finan- cial advisor to Sunovion. Borden Ladner Gervais LLP acted as Canadian counsel to Cy- napsus with a team led by Jeffrey Graham (life sciences and corporate) that included Alfred Page, Jason Saltzman, Andrew Bunston, Laura Costen (M&A and securities), Steve Suarez (tax), Rob Weir (labour and employment), Brandon Evenson, Reed Taubner (intellectual property), Caitlin Sainsbury, Graham Splawsky (commercial litiga- tion), Subrata Bhatacharjee and Gregory McLean (competition). Troutman Sanders LLP acted as US counsel to Cynapsus with a team lead by omas Rose that included Lisa Raines (M&A and securities), Mark Goldsmith (tax), Heather Morehouse Ettinger (in- tellectual property), Mitchell Portnoy and Daniel Anziska (competi- tion). Clark+Elbing LLP acted as US intellectual property counsel to Cynapsus with a team led by Kristina Bieker-Brady that included Jeffrey Ellison. BofA Merrill Lynch served as its financial advisor. Fasken Martineau DuMoulin LLP acted as counsel to the spe- SUNOVION PHARMACEUTICALS COMPLETES ACQUISITION OF CYNAPSUS THERAPEUTICS

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