Kirkland & Ellis advised GlaxoSmithKline plc (LSE/NYSE: GSK) on its agreement with Pfizer Inc to combine their consumer health businesses into a new world-leading Joint Venture, with combined sales of approximately $12.7 billion. GSK will have a majority controlling equity interest of 68% and Pfizer will have an equity interest of 32% in the Joint Venture. The proposed transaction is transformational to the scale of GSK’s Consumer Healthcare business. Within 3 years of the closing of the transaction, GSK intends to separate the Joint Venture via a demerger of its equity interest and a listing of GSK Consumer Healthcare on the UK equity market. The intended separation of the Group will allow the two resulting companies to be established with appropriate capital structures for their future investment needs and capital allocation priorities. The proposed transaction is subject to shareholder and relevant anti-trust approvals and is expected to close during the second half of 2019.
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The Kirkland team was led by transactional partners Daniel Wolf, Eric Schiele, Claire James and Patrick Jacobs along with David Fox; and tax partners Dean Shulman and Benjamin Schreiner and associate David Mannion. The GSK in-house legal team included James Ford, General Counsel; Charles Atkinson, VP, Associate General Counsel; Sarah Clements, Senior Vice President, Legal Corporate Affairs & Pharma Supply Chain; and Sean Roberts, Senior Vice President, General Counsel and Chief Compliance Officer, GSK Consumer Healthcare.