Jonn R.Beeson

Partner

Irvine + 1.949.553.7528

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In his more than 26 years in practice, Jonn Beeson has advised on M&A transactions with an aggregate value in excess of $230 billion. His practice focuses on mergers and acquisitions, divestitures, securities transactions, and corporate governance. Jonn represents large publicly traded corporations, and middle market private companies, and is most active in the life sciences (including pharmaceuticals, medical devices, and biologics), technology, and software industries.

Jonn regularly represents clients on complex strategic transactional and corporate governance matters. His M&A experience includes public and private company mergers and tender offers, hostile takeovers, multifaceted cross-border transactions, and transactions involving SEC-registered contingent value rights. Jonn has a particular focus on Asia/U.S. cross-border transactions. He regularly advises in connection with structured options to purchase entities. Jonn's capital markets experience includes initial public offerings, secondary offerings, and venture capital investment transactions.

Jonn's current and prior representations include industry and research leaders such as Abbott Laboratories, AbbVie, Astellas Pharma, BioMarin Pharmaceutical, Bristol Myers Squibb, Eli Lilly, Furukawa Electric Co., Linear Technology, NVIDIA, SAP AG, Skyworks Solutions, Sumitomo Dainippon Pharma Co., Terumo Corporation, and Ultragenyx.

Jonn is a member of the board of directors, and chair of the Nominating and Governance Committee, of Xtant Medical, a medical device company traded on the NYSE American exchange. He is also a frequent lecturer and author on mergers and acquisitions and has been recognized by BTI Consulting as a client service all-star and Best Lawyers in America (2016 and 2018 M&A lawyer of the year for Orange County, California).

Experience

  • Sumitomo completes sale of $648 million of Common Shares of Roivant Sciences Ltd.Jones Day represented Sumitomo Pharma Co., Ltd. in connection with its privately negotiated sale of $648 million of Common Shares of Roivant Sciences Ltd.
  • BioMarin announces governance enhancements and value creation initiativesJones Day advised the Board of Directors of BioMarin Pharmaceutical Inc. ("BioMarin") in connection with its entry into a Cooperation Agreement and an Information Sharing Agreement with activist shareholder Elliott Management.
  • Five9 acquires Aceyus for $82 millionJones Day represented Five9, Inc. in its acquisition of 100% of the equity of Aceyus, Inc. for $82 million in cash.
  • Sumitomo acquires assets and rights related to lefamulin from NabrivaJones Day advised Sumitomo Pharma Co., Ltd. in the acquisition of assets from Nabriva Therapeutics plc and various wholly-owned subsidiaries. This acquisition includes assets from the U.S., Ireland, and Austria in support of the development, manufacture, marketing and commercialization of lefamulin in the People’s Republic of China, Hong Kong, Macau and Taiwan.
  • Astellas acquires Iveric bioJones Day advised Astellas Pharma Inc. in the $5.9 billion cash acquisition of Iveric bio, Inc., a science-driven biopharmaceutical company focused on the discovery and development of novel treatments for retinal diseases with significant unmet medical needs.
  • Meridian Bioscience agrees to be acquired by SD Biosensor and SJL Partners in $1.53 billion all-cash transactionJones Day advised Meridian Bioscience, Inc. in its $1.53 billion all-cash acquisition by SD Biosensor and SJL Partners.
  • Organon makes strategic investment in Claria MedicalJones Day advised Organon in the strategic investment in Claria Medical, Inc. a privately-held company developing an investigational medical device being studied for use during minimally invasive laparoscopic hysterectomy.
  • Misonix merges with BioventusJones Day represented Misonix, Inc. (Nasdaq: MSON) in its acquisition by Bioventus Inc. (Nasdaq: BVS).
  • Skyworks Solutions acquires Infrastructure and Automotive business of Silicon Laboratories for $2.75 billionJones Day advised Skyworks Solutions, Inc., an innovator of high-performance analog semiconductors, in connection with its acquisition of the Infrastructure and Automotive business of Silicon Laboratories Inc. (NASDAQ: SLAB), a leading provider of silicon, software, and solutions, in an all-cash asset transaction valued at $2.75 billion.
  • Huntington Ingalls sells San Diego Shipyard to Titan Acquisition HoldingsJones Day advised Huntington Ingalls Industries in the sale of its San Diego Shipyard to Titan Acquisition Holdings.
  • Sumitovant Biopharma acquires remaining stake in Urovant SciencesJones Day advised Sumitovant Biopharma in its acquisition of all of the outstanding shares of Urovant Sciences Ltd. not already owned by Sumitovant at a price of $16.25 per share in cash.
  • AbbVie acquires Mitokinin, Inc.Jones Day advised AbbVie Inc. in its exclusive right to acquire Mitokinin, Inc., a biotechnology company developing PINK1-targeted therapeutics for the treatment of neurodegenerative diseases, following completion of IND enabling studies on Mitokinin's lead PINK1 compound.
  • Astellas returns rights to Eligard® in Europe, Middle East, CIS, and Asia to TolmarJones Day represented Astellas Pharma Europe Ltd. in connection with a series of transactions, including the sale of related assets, in which Astellas returned its in-licensing rights to Eligard® (leuprorelin acetate for injectable suspension), a treatment for advanced prostate cancer, sold by Astellas in Europe, the Middle East, the Commonwealth of Independent States (CIS) and Asia, to Tolmar International Limited.
  • Furukawa Electric and Superior Essex global joint venture finalizedJones Day advised Furukawa Electric Co., Ltd. in its finalization of a global joint venture with Superior Essex Inc.
  • NVIDIA acquires Mellanox Technologies for approximately $7 billionJones Day advised NVIDIA Corporation in its acquisition of Mellanox Technologies, Ltd., an Israel-based leading supplier of end-to-end InfiniBand and Ethernet interconnect solutions and services for servers and storage.
  • Sumitomo Dainippon Pharma acquires late stage biopharma companies and forms alliance with Roivant Sciences Ltd. worth $3 billionJones Day advised Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo") in an acquisition of late stage biopharma companies and formation of alliance with Roivant Sciences Ltd.
  • Misonix acquires Solsys Medical, LLC for $109 millionJones Day advised Misonix, Inc. in its acquisition of Solsys Medical, LLC, a privately held regenerative medical company, in an all-stock transaction valued at approximately $109 million.
  • Evidera acquires MedimixJones Day advised Evidera, a business unit of Pharmaceutical Product Development, LLC, in its acquisition of Medimix International, a global technology company providing real-world evidence (RWE) insights and information to the pharmaceutical, diagnostic, and medical device industries.
  • AbbVie acquires MavupharmaJones Day advised AbbVie Inc. in its acquisition of Seattle-based Mavupharma, a privately held biopharmaceutical company focused on novel approaches to target the STING (STimulator of INterferon Genes) pathway for the treatment of cancer.
  • Inside Secure acquires Verimatrix for approximately $145 millionJones Day advised Inside Secure in its all cash acquisition of Verimatrix, Inc. for up to approximately $145 million in cash (including a potential earn-out).

    • The following represents experience prior to Jones Day.

    Public M&A

    Represented Beckman Coulter, Inc. in connection with its attempted acquisition of Biosite, Inc. in a tender offer valued at $1.55 billion in cash. Inverness Medical Innovations made a competing offer after Beckman and Biosite announced execution of a definitive merger agreement. After a bidding war, Beckman ultimately declined to match Inverness’ offer.

    Represented Intermix Media, Inc., parent of MySpace.com, in connection with sale to News Corporation for approximately $580 million in cash.

    Represented Infonet Services Corporation in connection with its acquisition by British Telecom for $1 billion in cash. Infonet Services Corporation was majority owned by international telecom companies, KDDI Corporation, KPN Telecom B.V., Swisscom AG, Telefonica International Holding B.V., Telia AB and Telestra Corporation Limited.

    Represented Amgen Inc. in its acquisition of Tularik Inc. in a stock for stock deal valued at $1.6 billion.

    Private M&A

    Represented Carlyle portfolio company Jazz Semiconductor, Inc. in sale to Acquicor Technology, Inc. for $260 million. Acquicor, Inc. was a special purpose acquisition company formed by Steve Wozniak, Gil Amelio, and Ellen Hancock.

    Represented Allergan, Inc. in its acquisition of Esprit Pharma, Inc. for $370 million in cash. Renegotiated approximately $200 million license for urology drug, Sanctura, between Esprit and Indevus Pharmaceuticals, Inc. in connection with the transaction.

    Represented Allergan, Inc. in its acquisition of EndoArt, Swiss maker of a gastric band, for approximately $100 million in cash.

    Represented Avamar Technologies in connection with its acquisition by EMC Corporation for $165 million.

    Represented Avanir Pharmaceuticals in connection with the acquisition of Alamo Pharmaceuticals, LLC for $29 million.

    Asset Deals

    Represented Pacific Medical Buildings in connection with sale of medical office building portfolio to Nationwide Health Properties in a multi-year transaction with a value of up to $2 billion (initial closing approximately $1 billion). The transaction is structured as a series of downREITs in which the seller received or will receive units substantially equivalent to Nationwide Health Properties’ publicly traded common stock.

    Represented Beckman Coulter, Inc. in connection with the purchase of assets and liabilities comprising Dako Denmark A/S’ research flow cytometry instrumentation business. The transaction involved the transfer of assets and employees in 19 countries.

    Represented Avanir Pharmaceuticals in connection with the sale of its anti-psychotic drug, FazaClo, to Irish company Azur Pharma for $54 million. The transaction was consummated following an auction processes involving several active bidders.

    Represented Clarient, Inc. in connection with its acquisition of substantially all of the assets of Trestle Holding, Inc., a publicly traded company, including its high speed scanning technology and virtual systems business.

    Corporate Finance

    Represented Skilled Healthcare Group, Inc. in connection with its initial public offering. Net proceeds to Skilled Healthcare were $116 million and to selling stockholders were $156 million, giving the company a total market capitalization of approximately $900 million.

    Represented Cayenne Medical, Inc. in $12 million private placement of series B preferred stock. Purchasers included Split Rock Partners and Memphis Biomed Ventures.

    Represented Seventh Shield, Inc. in $8 million private placement of series A preferred stock. Purchasers included Greylock and Lightspeed Venture Partners.

    Represented Jazz Semiconductor, Inc. in attempted initial public offering. Jazz attempted two initial public offerings, valuing the company at approximately $800 million.

    Represented Allergan, Inc. in issuance of $750 million in aggregate principal amount of 1.50% Convertible Senior Notes in a 144A transaction.

    Represented Allergan, Inc. in issuance of $800 million aggregate principal amount of 5.75% Senior Notes.

    Represented Skilled Healthcare, Inc. in issuance of $200 million principal amount of 11% senior subordinated notes in a 144A transaction. The proceeds of the offering were used to fund the acquisition of Skilled Healthcare by Onex Corporation.

    Represented Piper Jaffray & Co. in connection with underwriting of secondary offerings of common stock for Acusphere, Inc.

    Represented VNUS Medical Technologies, Inc. in connection with its initial public offering. Net proceeds to VNUS Medical Technologies were $55 million and to selling stockholders were $19 million.

    General Corporate Representation

    Represented several public companies in connection with Securities Exchange Commission and general corporate matters, including: Allergan, Inc. (NYSE); Skilled Healthcare, Inc. (NYSE); VNUS Medical Technologies, Inc. (Nasdaq); Infonet Services Corporation (NYSE); Amgen (Nasdaq); and Maui Land and Pineapple, Inc. (NYSE)

    View All

    March 2022 Alert

    Delaware Court Holds That Delaware "Should Be a Pro-Sandbagging Jurisdiction"

    October 2020 Commentary

    California Mandates Representation of Underrepresented Communities on Boards of Public Corporations

    June 2010 External Publications

    R&D – Lifeblood Of The Life Sciences Industry, Metropolitan Corporate Counsel, Vol. 18, No. 6

    Additional Speaking Engagements

    • December 11, 2013
      2013-2014 Life Sciences Webinar Series: Creating Robust Pipelines: Developing Trends in Life Sciences R&D Strategies Using Options to Acquire
    • September 14, 2011
      SEC Hot Topics Institute
    • September 14, 2010
      2010 RR Donnelley SEC Hot Topics

    • The Attorney-Client Privilege and the In-House Counsel, Orange County Company Counsel Roundtable

    • Recent Trends in Public and Private Mergers and Acquisitions, General Counsel Forum

    • Best Practices for Conducting Due Diligence, Incremental Advantage Mergers and Acquisitions Due Diligence Conference

    • Co-chair, Donnelley SEC Hot Topics Seminar

    • Recent SEC Developments: Corporate Governance and Insider Trading, Jones Day University

    • Tricks and Traps - Effectively Negotiating Your Next M&A Transaction

    • Effective Governance: Areas of Enhanced Management and Board Focus in the Wake of the Financial Crisis, California Speaker Series

    • A Shifting Landscape: Recent Trends in Public and Private Mergers and Acquisitions, Donnelly SEC Hot Topics Forum

    • Introduction to Mergers and Acquisitions, Orange County Paralegal Association

    • Hot Topics in Corporate Governance

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