LEXPERT MAGAZINE
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APRIL/MAY 2016 19
INDUSTRY ANALYSIS
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CORPORATE TRANSACTIONS OF IMPORTANCE
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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