With more than 22 years in practice, Jonn Beeson has advised on M&A transactions with an aggregate value in excess of $225 billion. His practice focuses on mergers and acquisitions, divestitures, takeovers, capital raising, securities transactions, and corporate governance issues. Jonn represents large publicly traded corporations, middle market private companies, and start-up 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 company mergers and tender offers, private company acquisitions and divestitures, hostile takeovers, multifaceted cross-border transactions, and transactions involving SEC-registered contingent value rights and earn-outs. Jonn has a particular focus on Asia/U.S. cross-border transactions. He also advises clients in connection with structured options to purchase entities or to purchase or license assets, including significant intellectual property. Jonn's capital markets experience includes initial public offerings, secondary offerings, and venture capital investment transactions. He also serves as a trusted advisor to publicly traded companies in connection with their public company reporting obligations.
Jonn's current and prior representations include industry and research leaders such as Abbott Laboratories, AbbVie, Allergan, Astellas Pharma, BioMarin Pharmaceutical, Celgene, City of Hope, Furukawa Electric Co., Linear Technology, NVIDIA, Oclaro, SAP AG, Skyworks, Sumitomo Dainippon Pharma Co., Terumo Corporation, and Ultragenyx.
He is a frequent lecturer and author on mergers and acquisitions, spin-offs, and corporate governance issues and has been recognized by BTI Consulting as a client service all-star and Best Lawyers in America (including 2016 M&A lawyer of the year for Orange County, California).
The following represents experience prior to Jones Day.
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.
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.
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.
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)
- 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
- University of Pennsylvania (J.D. 1996; Order of the Coif); University of California, Irvine (B.S. 1991)
BTI "Client Service All-Star List," which recognizes an elite group of lawyers across the nation based on interviews with executives and general counsel at Fortune 1000 companies for delivering the absolute best client service
The Best Lawyers in America (2015-2017)
California Super Lawyers (2015-2017)