Legal DealFolio - Smith & Nephew Biologics Joint Venture with Essex Woodlands

Davis Polk is advising Smith & Nephew plc in connection with its recently announced joint venture with Essex Woodlands. Pursuant to the joint venture, Smith & Nephew will contribute its Biologics and Clinical Therapies division to Bioventus LLC, a newly formed entity, which will be 51% owned by Essex Woodlands and 49% owned by Smith & Nephew. In addition to its equity interest in the joint venture, Smith & Nephew will receive $98 million in cash from Essex and a $160 million, five-year note from Bioventus. The transaction is subject to customary closing conditions, including receipt of the requisite regulatory approvals, and is expected to close in the next few months. Smith & Nephew is a global medical technology business with global leadership positions in orthopedic reconstruction, advanced wound management, sports medicine, trauma and clinical therapies. Essex Woodlands is a growth equity and venture capital firm with $2.5 billion under management that pursues investments in pharmaceuticals, biotechnology, medical devices, health care services and health information technology. The Davis Polk corporate team includes counsel Ajay B. Lele and associates Harold Birnbaum and Jason Mehar. Partner Joseph P. Hadley and associate Melissa Jamal are providing credit advice. Partner Edmond T. FitzGerald and associates Emma L. Ahrens and Andrew Blau are providing employee benefits advice. Partner Kathleen L. Ferrell and associates Adam B. Perry and Michael Bretholz are providing tax advice. Members of the Davis Polk team are based in the New York and London offices.

Deal Date:	04-01-2012	Practice Area:	Corporate and M&A
Deal Title:	Smith & Nephew Biologics Joint Venture with Essex Woodlands	Industry:	Pharmaceuticals & Biotechnology
Description:	Davis Polk is advising Smith & Nephew plc in connection with its recently announced joint venture with Essex Woodlands. Pursuant to the joint venture, Smith & Nephew will contribute its Biologics and Clinical Therapies division to Bioventus LLC, a newly formed entity, which will be 51% owned by Essex Woodlands and 49% owned by Smith & Nephew. In addition to its equity interest in the joint venture, Smith & Nephew will receive $98 million in cash from Essex and a $160 million, five-year note from Bioventus. The transaction is subject to customary closing conditions, including receipt of the requisite regulatory approvals, and is expected to close in the next few months. Smith & Nephew is a global medical technology business with global leadership positions in orthopedic reconstruction, advanced wound management, sports medicine, trauma and clinical therapies. Essex Woodlands is a growth equity and venture capital firm with $2.5 billion under management that pursues investments in pharmaceuticals, biotechnology, medical devices, health care services and health information technology. The Davis Polk corporate team includes counsel Ajay B. Lele and associates Harold Birnbaum and Jason Mehar. Partner Joseph P. Hadley and associate Melissa Jamal are providing credit advice. Partner Edmond T. FitzGerald and associates Emma L. Ahrens and Andrew Blau are providing employee benefits advice. Partner Kathleen L. Ferrell and associates Adam B. Perry and Michael Bretholz are providing tax advice. Members of the Davis Polk team are based in the New York and London offices.
Financial Center:	New York	Value:	100.01-500.00
Advised Party:	Joint Venture Party	Law Firm	Davis Polk
JV Party Jurisdiction	United States	JV Party Jurisdiction	United States
Classification:	Joint Ventures Continuing Business Partnership	Lawyer	Joseph P Hadley

Practice Areas -

Corporate and M&A Law Firms and Lawyers

Practice Areas - Corporate and M&A Law Firms and Lawyers