Varian’s AU$1.58bn acquisition of Sirtex


J.P. Morgan Securities LLC is acting as financial advisor and Norton Rose Fulbright is acting as legal counsel to Varian.

Varian Medical Systems (NYSE: VAR) today announced it has signed an agreement to acquire all the outstanding shares of Sirtex Medical Limited (ASX: SRX) (“Sirtex”), an Australia-based global life sciences company focused on interventional oncology therapies, that is listed on the Australian Securities Exchange, for A$28 per share in cash. On a fully diluted basis, this represents a total equity purchase price for the acquisition of approximately A$1,585M (approximately US$1,283M as of the date of this release). The acquisition has been unanimously approved by the Board of Directors of each company and the Sirtex Board of Directors has agreed to unanimously recommend that Sirtex shareholders approve the transaction, provided that an independent expert, to be retained by Sirtex, considers the transaction to be in the best interests of Sirtex shareholders and in the absence of a superior offer.

This acquisition of a global leader in radioembolization extends Varian’s leadership in radiation medicine, expands Varian’s addressable market into interventional oncology, and is consistent with Varian’s long-term growth and value creation strategy. Varian expects to leverage its capabilities in treatment planning and delivery, image guidance and processing, oncology practice management software, and radiation safety in combination with Sirtex’s interventional oncology platform to provide customers of both companies with a wider range of cancer care solutions.

Sirtex’s lead product is a targeted internal radiation therapy for certain liver cancers. Approximately 80,000 doses of SIR-Spheres® Y-90 resin microspheres have been supplied to treat patients with liver cancer at over 1,090 medical centers in over 40 countries. It has PMA approval from the U.S. Food & Drug Administration (FDA), the European Union (CE Mark) and Australia’s Therapeutic Goods Administration (TGA). Sirtex has manufacturing capabilities in the United States, Singapore and Germany.

Sirtex generated annual revenues of A$234mm in the fiscal year ended June 30, 2017. Sirtex has approximately 300 employees worldwide and maintains sales and distribution operations primarily in the United States, Europe and Asia.

The Norton Rose Fulbright team which included lawyers from across Australia, Europe and the US was led by M&A partner Shaun Clyne (Picture), with support from partner Jeremy Wickens and associate Hugh McDonald, with specialist support from partners Belinda Harvey, Neely B. Agin (Washington DC), Dan Wellington (Washington DC), Ann Donohue (Sydney), Bernard O’Shea (Melbourne), Raymond Lou (Sydney), David Cross (Sydney), Michael French (Brisbane), Georgina Hey (Sydney), Maren Stolting (Munich), Thomas Hopf (Frankfurt), Andreas Boerner (Munich), Gina N. Shishima (Austin, New York), special counsel Michelle Ralston (Brisbane), senior associate Peter Richard (Sydney), of counsel Felix Dinger (Hamburg) and Bob Rouder (San Antonio), associates Sarah Heywood (Brisbane) and Rebecca Brenikov (Sydney), and lawyers Alain Nguyen (Sydney) and Sai Ma (Sydney).

Involved fees earner: Shaun Clyne – Norton Rose Fulbright; Jeremy Wickens – Norton Rose Fulbright; Raymond Lou – Norton Rose Fulbright; Maren Stölting – Norton Rose Fulbright; Andreas Börner – Norton Rose Fulbright; Daniel McDonald – Norton Rose Fulbright; David Cross – Norton Rose Fulbright; Belinda Harvey – Norton Rose Fulbright; Daniel Wellington – Norton Rose Fulbright; Ann Donohue – Norton Rose Fulbright; Peter Richard – Norton Rose Fulbright; Robert Lawrence Rouder – Norton Rose Fulbright; Bernard O’Shea – Norton Rose Fulbright; Georgina Hey – Norton Rose Fulbright; Gina Shishima – Norton Rose Fulbright; Rebecca Brenikov – Norton Rose Fulbright; Michael French – Norton Rose Fulbright; Thomas Hopf – Norton Rose Fulbright; Michelle Ralston – Norton Rose Fulbright; Felix Dinger – Norton Rose Fulbright;

Law Firms: Norton Rose Fulbright;

Clients: Varian Medical Systems;