Acquisition of Adams Respiratory Therapeutics

Reckitt Benckiser Group plc
2007 - 2008

Our attorneys represented Reckitt Benckiser Group plc, a world leader in household cleaning, health and personal care, in its US$2.3 billion acquisition of Adams Respiratory Therapeutics, a NASDAQ-listed specialty pharmaceutical company based in New Jersey. Adams is the maker of two leading US brands: Mucinex (R), market leader in adult expectorants, and Delsym (R), a leading cough suppressant. The deal closed in January 2008. The acquisition, which was structured as a tender offer for all of the outstanding shares of Adams' common stock followed by a short-form merger under Delaware law of Adams with an acquisition subsidiary of Reckitt Benckiser established for the purposes of the transaction, received overwhelming support with an acceptance of over 95% in the tender offer. The Firm assisted Reckitt Benckiser in the corporate and antitrust aspects of the transaction, including negotiation of the merger agreement, execution of the tender offer and filings with the U.S. Securities and Exchange Commission, and in obtaining antitrust clearance from the Federal Trade Commission.

The corporate and securities team advising Reckitt Benckiser was led by partners Neil Goodman and Richard Baltz, with assistance from counsel Laura Badian and associate Theresa Nguyen. Partner Debbie Feinstein and associate Barbara Wootton assisted the client in obtaining antitrust approval, and Blake Biles, Greg Levin, Joy Taylor and Barbara Yuen also provided assistance in the environmental, pharmaceutical and tax and benefits areas.

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