Galenica AG Acquires Aspreva Pharmaceuticals Corporation for US$943M

On January 3, 2008, Galenica AG completed its acquisition of Aspreva Pharmaceuticals Corporation pursuant to a statutory plan of arrangement under which Aspreva shareholders received US$26.00 per share. Aspreva Pharmaceuticals Corporation, based in Vancouver, Canada, is a global pharmaceutical company focused on identifying, developing, and, upon approval, commercializing evidence-based medicines for patients living with less common diseases. The aggregate consideration paid pursuant to the plan of arrangement was approximately US$943 million and was financed by term and revolving credit facilities of US$950 million and CHF$150 million provided by The Royal Bank of Scotland plc.

Galenica is a diversified group active throughout the healthcare market which, among other things, develops, manufactures and markets pharmaceutical products, runs pharmacies, provides logistical services and access to databases and sets up networks. Aspreva is a global pharmaceutical company focused on identifying, developing, and, upon approval, commercializing evidence-based medicines for patients living with less common diseases.

Galenica's Swiss advisors were Kellerhals Hess with a team consisting of Beat Brechbühl and Denise Dauwalder. Galenica was represented in Canada by Blake, Cassels & Graydon LLP with a team consisting of Carlos Cerqueira, Bob Wooder, Peter O'Callaghan, Michelle Audet and Olen Aasen (securities/corporate), Bill Maclagan, Kevin Zimka (tax), Julie Soloway (competition), Randy Kaardal and Eleni Kassaris (employment) and Sean Boyle (litigation).

Galenica's US representation was provided by Skadden, Arps, Slate, Meagher & Flom LLP with a team consisting of Riccardo Leofanti, Richard Grossman, Nicole M. Simes and Albert Song and by Charles Raubicheck (FDA and regulatory) of Frommer Lawrence & Haug LLP.

Aspreva was represented in Canada by Farris, Vaughan, Wills & Murphy LLP with a team led by Hector MacKay-Dunn, QC, and Trevor Scott, that included Ronald Murray, Peter Roth, Denise Nawata, Bo Rothstein and Chad Anderson (corporate/securities), Mitchell Gropper, QC, (competition) and Robert McDonnell, Ludmila Herbst and Rebecca Morse (litigation); and by McCarthy Tétrault LLP with a team that included Gary Girvan, Lorna Telfer, Richard Balfour, Joseph Garcia, Orysia Semotiuk, Brian Vick, Salima Datoo, David Frost and Genevieve Pinto (securities/corporate), Madeleine Renaud (competition), Patrick McCay and Marc Darmo (tax) and John Pearson (life sciences).

Aspreva's US legal representation was provided by Cooley Godward Kronish LLP with a team consisting of Richard Climan, David Lipkin and John T. McKenna.

For the US$950 million and CHF$150 million financing, lead and UK representation for the lender was provided by Linklaters LLP with a team consisting of Stephen Lucas, James Martin and Omar Al-Ali.

The lender was assisted in Canada by Miller Thomson LLP with a team consisting of Nora Osbaldeston, John Ferber, Robert Shipcott (lending) and Jay Hoffman, Robert Rose and Virginia Huang (corporate/securities). The lender was assisted in Switzerland by Niederer Kraft & Frey.