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- Home
- Professionals
- Catherine J. Dargan
From sales of emerging venture-backed companies to multi-billion dollar acquisitions, Catherine Dargan has advised numerous companies on their important strategic transactions for over 20 years. Ms. Dargan has broad experience in mergers and acquisitions, both public and private, and partnering arrangements. Ms. Dargan is Chambers-rated in Corporate/M&A, serves on the editorial board of M&A360, and was designated a “Life Science Star” and was recently named “Best in M&A” by LMG Euromoney and among The National Law Journal’s "Outstanding Women Lawyers." She co-leads Covington’s Mergers & Acquisitions practice and is a member of the firm's Management Committee. According to Legal 500 US, Ms. Dargan “is ‘excellent, pragmatic, personable and dedicated’.
In addition to structuring and negotiating transactions, Ms. Dargan regularly assists clients with corporate governance, compliance and other matters.
Ms. Dargan also regularly advises clients on a variety of commercial agreements relating to manufacturing, supply, and distribution of core products. She represents clients in a variety of industries including life sciences, defense and government contracting, consumer products, technology and gaming, media, sports, and equipment and manufacturing.
- Merck in its:
- $2.7 billion acquisition of ArQule (NASDAQ: ARQL);
- €2.1 billion acquisition of Antelliq Group, a leader in digital animal identification, traceability and monitoring solutions, the fastest growing part of the animal health industry;
- $1.05 billion acquisition of Peloton Therapeutics; and
- multi-year global merger integration with Schering-Plough.
- Astellas in its $3 billion acquisition of gene therapy company Audentes Therapeutics, Inc. (NASDAQ: BOLD).
- Emergent BioSolutions in its:
- $735 million acquisition of Adapt Pharma and its flagship product, NARCAN; and
- $270 million acquisition of PaxVax.
- AstraZeneca in its:
- $600 million acquisition of Actavis’ branded respiratory business in the U.S. and Canada;
- $1.26 billion acquisition of Ardea Biosciences (NASDAQ: RDEA);
- up to $4.3 billion acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance in initial consideration and regulatory, launch and sales-related payments;
- approximately $3.5 billion strategic diabetes alliance with Bristol-Myers Squibb in connection with BMS’s acquisition of Amylin Pharmaceuticals, including assistance in structuring agreements for the acquisition and operation of Amylin’s diabetes business by AZ and BMS;
- acquisition of AlphaCore Pharma by MedImmune, AstraZeneca's biologic arm; and
- $325 million divestiture of assets relating to Myalept.
- Salix Pharmaceuticals in its:
- $2.6 billion acquisition of Santarus, Inc. (NASDAQ: SNTS); and
- $300 million acquisition of Oceana Therapeutics, Inc.
- Aristocrat Technologies in its:
- $990 million acquisition of Big Fish Games, Inc.; and
- $1.28 billion acquisition of Video Gaming Technologies.
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Boehringer Ingelheim in its:
- $880 million sale of Fort Dodge;
- $300 million sale of its sterile injectables generics business (Bedford Laboratories); and
- acquisition of certain animal health products divested in connection with the Pfizer-Wyeth merger.
- Takeda in its acquisition of Intellikine, Inc. for $190 million upfront and up to $120 million in additional potential clinical development milestone payments.
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Abbott Laboratories in its:
- up to $400 million acquisition of Optimedica;
- $410 million acquisition of Evalve, Inc., a medical device developer, by Abbott Vascular; and
- $3.7 billion acquisition of Kos Pharmaceuticals, Inc. (NASDAQ: KOSP).
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Eli Lilly in its:
- acquisition of SGX Pharmaceuticals, Inc. (NASDAQ: SGXP), a San Diego-based biotechnology company; and
- divestiture of its Tippecanoe manufacturing facility to Evonik Industries.
- The Procter & Gamble Company in its 50/50 joint venture with Inverness Medical Innovations, Inc. for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products in a transaction valued at $650 million.
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Eisai Co., Ltd. and Eisai Inc. in the:
- $130 million acquisition of rights to Zonegran(TM) (zonisamide), an anti-epileptic drug, held by Elan Corporation, plc;
- acquisition of four oncology drugs for $205 million from Ligand Pharmaceuticals Inc.;
- divestiture of Gliadel to Arbor; and
- Morphotek, Inc., a subsidiary of Eisai Inc., in the acquisition of certain assets relating to a proprietary tumor targeting platform from TransMolecular, Inc.
Pro Bono
- Represented a non-profit, non-partisan policy organization dedicated to engaging young adults in the political process.
- Advised a non-profit in various consulting and services arrangements.
Memberships and Affiliations
- Law360, Mergers & Acquisitions Editorial Advisory Board (2012-present)
September 25, 2020
WASHINGTON—The Deal recognized Catherine Dargan as its Healthcare, Pharma & Biotech Dealmaker of the Year at its annual “Deal Awards.” Ms. Dargan has advised numerous companies on their important strategic transactions for over 20 years. She has broad experience in mergers and acquisitions, both public and private (domestically and cross-border), and partnering ...
September 11, 2020
WASHINGTON—Covington represented Adtalem Global Education Inc., a workforce solutions provider, in its entry into a definitive agreement to acquire Walden University, an online healthcare education provider, from Laureate Education, Inc. for $1.48 billion. Adtalem Global Education Inc. is the parent organization of American University of the Caribbean School of ...
May 7, 2020, Covington Alert
In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...
March 27, 2020, Covington Alert
While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...
March 19, 2020, Covington Alert
On March 18, 2020, in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court held that corporate charter provisions that require claims under the Securities Act of 1933 (the “Securities Act”) to be filed in federal court are facially valid. The decision may enable Delaware corporations who adopt such provisions to avoid the ...
October 2020
Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are ...
January 13, 2020
WASHINGTON—Covington represented Elanco Animal Health in connection with an agreement with Dechra Pharmaceuticals to divest Osurnia® for $135 million in an all-cash deal. Covington also represented Elanco in an agreement to divest the U.S. rights and related assets for Capstar® to PetIQ, Inc., for $95 million in an all-cash deal. Elanco is a global animal ...
Catherine Dargan Named a Most Influential Woman in M&A
December 16, 2019
WASHINGTON—Mergers & Acquisitions magazine has named Catherine Dargan as one of the “Most Influential Women in Mid-Market M&A.” The special report showcases “champions of change, committed to transforming the dealmaking world and to inspiring and guiding the next generation.” Ms. Dargan, co-leader of the firm’s Mergers & Acquisitions practice and a member of the ...
December 9, 2019
WASHINGTON—Covington represented Merck & Co., Inc. in its definitive agreement under which Merck, through a subsidiary, will acquire ArQule for $20 per share in cash for an approximate total equity value of $2.7 billion. ArQule is a publicly traded biopharmaceutical company focused on kinase inhibitor discovery and development for the treatment of patients with ...
May 21, 2019
WASHINGTON—Covington advised Merck & Co., Inc., in its definitive agreement under which Merck, through a subsidiary, will acquire privately held Peloton Therapeutics, Inc. in exchange for an upfront payment of $1.05 billion in cash. In addition, Peloton shareholders will be eligible to receive a further $1.15 billion contingent upon successful achievement of ...
December 14, 2018
WASHINGTON—Covington advised Merck & Co., Inc. on its acquisition of Antelliq Group for approximately €2.1 billion ($2.4 billion) plus the assumption of €1.15 billion of debt. Antelliq will be wholly owned and separately operated subsidiary within the Merck Animal Health Division. Antelliq is an animal intelligence group focused on animal identification, ...
August 9, 2018
WASHINGTON—Covington advised Emergent BioSolutions in its $270 million acquisition of PaxVax. PaxVax is majority owned by an affiliate of Cerberus Capital Management. Emergent is a global life sciences company focusing on providing specialty products for civilian and military populations that address public health threats. PaxVax is a company focused on ...
November 30, 2017
WASHINGTON—Covington represented Aristocrat Leisure Limited in its $990 million acquisition of Big Fish Games, Inc. This acquisition expands Aristocrat’s Social Gaming business into new game genres. Aristocrat is a global provider of gaming solutions. It offers a diverse range of products and services including electronic gaming machines and casino management ...
Catherine Dargan Named a “Most Influential Woman” in M&A
December 17, 2015
WASHINGTON, DC, December 17, 2015 - Mergers & Acquisitions magazine has named Catherine Dargan as one of “The Most Influential Women in Mid-Market M&A.” The inaugural special report celebrates 25 of “the best and the brightest female dealmakers.” Among a group of corporate executives and investment bankers, Ms. Dargan is the only outside counsel recognized. Ms. ...
June 9, 2015
WASHINGTON, DC, June 9, 2015 — Euromoney Legal Media Group selected Covington partners Dianne Coffino and Andrea Reister for its annual Americas Women in Business Law Awards. The awards honor women who are leading the field in the legal sector across the Americas. Ms. Coffino, a partner in the firm’s New York office, was recognized in the “Best in Insolvency ...
May 8, 2015
WASHINGTON, DC, May 8, 2015 — Catherine Dargan, co-chair of Covington’s mergers and acquisitions practice, was named one of The National Law Journal’s “Outstanding Women Lawyers.” The award recognizes 75 of the most accomplished women in the legal profession today, including judges, corporate counsel, law firm partners, and public interest lawyers. Among the ...
Life Sciences Acquisitions and Divestitures: Special Considerations
April 9, 2015, Practising Law Institute
Covington Advises AstraZeneca on Acquisition of Rights to Actavis' Branded Respiratory Portfolio
February 5, 2015
LONDON, 5 February, 2014 — Covington advised AstraZeneca on its acquisition of the rights to Actavis' branded respiratory business in the US and Canada for an initial consideration of $600 million on completion and low single-digit royalties above a certain revenue threshold. Upon completion of the transaction, AstraZeneca will own the development and ...
Life Sciences Acquisitions and Divestitures
2015, Faculty Member, Practising Law Institute
Minority Powerbrokers Q&A: Covington's Catherine Dargan
November 3, 2014, Law360
Covington partner Catherine Dargan is featured in the Q&A on diversity in the legal field.
July 8, 2014, Bloomberg
Catherine Dargan, Mike Riella, Deb Garza, John Gourary, Andrea Reister, Rob Heller, Mike Francese and Kerry Burke are mentioned regarding their representation of Aristocrat Leisure Ltd. "Covington & Burling LLP advised Aristocrat Leisure Ltd. (ALL), which agreed to buy Video Gaming Technologies Inc. for about $1.3 billion to triple its North American business ...
Covington Receives Top Tier Nods in Legal 500 U.S.
June 26, 2014
WASHINGTON, DC, June 26, 2014 — The Legal 500 U.S. has ranked Covington & Burling in its top tier in eight practice areas and recognized 23 individual attorneys as “Leading Lawyers” in the directory’s 2014 edition. Additionally, Legal 500 “recommended” 42 Covington practice areas and 153 Covington lawyers. The eight Covington practices given the top tier ranking ...
June 9, 2014
WASHINGTON, DC, June 9, 2014 — Catherine Dargan, co-chair of Covington & Burling’s mergers and acquisitions practice, was named as “Best in Mergers & Acquisitions” by Euromoney Legal Media Group at its Americas Women in Business Law Awards ceremony in New York on June 5. The awards honor firms that set “the standard in terms of female-friendly work practices” ...
April 23, 2014
WASHINGTON, DC, April 23, 2014 — Euromoney Legal Media Group has named Covington & Burling and six of its partners to shortlists for the Americas Women in Business Law Awards. The firm was shortlisted in four categories: Best Firm in the U.S. Northeast Region, Best Firm in the U.S. West Region, Best International Law Firm Latin America Practice and Best ...
Drafting Corporate Agreements — Letters of Intent, Confidentiality and Standstill Agreements
2011, 2012 and 2014, Faculty Member, Practising Law Institute
December 19, 2013
NEW YORK, December 19, 2013 — Covington & Burling advised AstraZeneca in its acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance for an initial consideration of $2.7 billion on completion and up to $1.4 billion in regulatory, launch and sales-related payments. AstraZeneca has also agreed to pay various sales-related royalty ...
11/07/2013
WASHINGTON, DC, November 7, 2013 — Salix Pharmaceuticals, Ltd., and Santarus, Inc. announced today that the companies have entered into a merger agreement where Salix will acquire all of the outstanding stock of Santarus for $32 in cash per share, for a total value of approximately $2.6 billion. Covington & Burling LLP is advising Salix on both the acquisition ...
9/13/2013
WASHINGTON, DC, September 13, 2013 — Catherine Dargan, co-chair of Covington & Burling’s mergers and acquisitions practice, was named one of The National Law Journal’s “D.C. Deal Makers of the Year.” The award was presented last night at the Ritz-Carlton in Washington, D.C. The award recognizes Washington lawyers who tackled some of the most notable transactions ...
Structuring and Negotiating Earn-Outs
2012-2013, Faculty Member, Seminar on Acquiring or Selling the Privately Held Company, Practising Law Institute
April 23, 2012
WASHINGTON, DC, April 23, 2012 — Covington & Burling represented AstraZeneca in its $1.26 billion acquisition of Ardea Biosciences. Under the agreement, AstraZeneca will pay $32 per share for all of the outstanding shares of Ardea. AstraZeneca is a global, innovation-driven biopharmaceutical business with a primary focus on the discovery, development and ...
November 10, 2011
WASHINGTON, DC, November 10, 2011 — Covington & Burling represented Salix Pharmaceuticals, Ltd. in its agreement to acquire Oceana Therapeutics, Inc., a privately held global provider of gastroenterology and urology therapeutics, for $300 million in cash. “The acquisition of Oceana expands our product portfolio of innovative products, furthers the ...
Covington Advises Boehringer Ingelheim on Acquisition of Animal Health Assets from Pfizer and Wyeth
9/24/2009
NEW YORK, September 24, 2009 — Boehringer Ingelheim, and its US animal health business Boehringer Ingelheim Vetmedica, Inc., has entered into an agreement with Pfizer to acquire certain assets of Wyeth’s Fort Dodge Animal Health business upon the closing of the global Pfizer-Wyeth merger. Covington & Burling LLP represented Boehringer Ingelheim on the ...
8/7/2008
WASHINGTON, DC, August 7, 2008 — On August 5, Intercell AG completed its acquisition of Iomai Corporation (now known as Intercell USA, Inc.) in a deal that will create a leading traveler’s vaccine portfolio. Covington & Burling LLP advised Intercell on the transaction. Intercell is a growing biotechnology company which focuses on the design and development of ...
Covington Advises Procter & Gamble in Consumer Diagnostic Products Joint Venture with Inverness
May 18, 2007
NEW YORK, NY, May 18, 2007 — The Procter & Gamble Company and Inverness Medical Innovations, Inc. announced that they have completed their previously announced deal to form a 50/50 joint venture for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products. Inverness contributed its related consumer ...
Covington Advises Abbott Laboratories in $3.7 Billion Acquisition of Kos Pharmaceuticals, Inc.
11/06/2006
NEW YORK, NY, November 6, 2006 — Abbott Laboratories (NYSE: ABT) announced the acquisition of Kos Pharmaceuticals (NASDAQ: KOSP) through a cash tender offer of $78.00 per common share, or $3.7 billion. Covington & Burling LLP represented Abbott in the transaction. Abbott is a global, broad-based health care company devoted to the discovery, development, ...
Covington Advises Hanesbrands in Spin-Off from Sara Lee
9/29/2006
<?xml:namespace prefix="st1"?><st1:state w:st="on">WASHINGTON</st1:state>, D.C., September 29, 2006 — <st1:city w:st="on"><st1:place w:st="on">Covington</st1:place></st1:city> represented Hanesbrands Inc. in its recent spin-off from the Sara Lee Corporation. Hanesbrands began trading on the New York Stock Exchange under the ticker symbol HBI on September 6. ...
Covington Represents Eisai In $205 Million Acquisition of Four Oncology-Related Products
9/13/2006
WASHINGTON, D.C., September 13, 2006 — Covington represented both Eisai Co., Ltd. and Eisai Inc. in the recent $205 million product acquisition agreement with Ligand Pharmaceuticals. Eisai obtained exclusive global rights to four products, including ONTAK®, Targretin® capsules, Targretin® 1% gel and Panretin® 0.1% gel. This acquisition will help to ...
- LMG Life Sciences, Americas - "M&A Attorney of the Year" (2020)
- The Deal, "Healthcare, Pharma & Biotech Dealmaker of the Year" (2020)
- Named as one of "The Most Influential Women in Mid-Market M&A" by Mergers & Acquisitions magazine (2019, 2015)
- The National Law Journal, "Outstanding Women Lawyers" (2015)
- Named as "Best in Mergers & Acquisitions" by Euromoney Legal Media Group, Americas Women in Business Law Awards (2014)
- Chambers USA, Corporate/M&A & Private Equity (2014-2020)
- Washington DC Super Lawyers, Mergers & Acquisitions (2019-2020)
- National Law Journal, D.C. Deal Maker of the Year (2013)
- LMG Life Sciences, “Life Science Star” (2012-2019)
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Legal 500 US
- Leading Lawyer in M&A: Large deals ($1B-$5B) (2014)
- M&A: Large deals ($1B-$5B) (2012-2017)
- M&A: Commercial Deals and Contracts (2016-2017)
- Healthcare: Life Sciences (2013-2014)
- Media, Technology and Telecoms (2014)
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