International law firms CMS Cameron McKenna and Freshfields Bruckhaus Deringer have announced the biggest cross-border M&A transaction of 2011.

Japan’s Takeda Pharmaceutical Company has acquired Swiss-owned Nycomed for US$13.6 billion. Nycomed — owned by a private equity consortium led by Credit Suisse and Nordic Capital — is a major producer of both prescription and over-the-counter medication. This European acquisition is a significant coup for Takeda, which already has a strong presence in Japanese and US markets.

Pending competition approvals, the transaction is expected to be completed within the next three to four months.

UK-based life sciences corporate partner, Sandra Rafferty led the CMS team that advised Takeda — a long-standing client. The transaction involved lawyers working across 13 CMS offices in Europe and Asia.

The Freshfields team that advised Nycomed and the private equity consortium, was led by three London-based lawyers: corporate partner and global co-head of Freshfields’ healthcare group Julian Long, private equity partner David Sonter and corporate senior associate Sam Newhouse, and consisted of more than 50 lawyers working in Europe, Asia, America and the Middle East. The head of Nycomed’s legal team was Michael Kuner.

Commenting on the complexity of the transaction, Freshfields’ David Sonter said, “In any international deal, the legal challenges increase exponentially with every additional country involved in the transaction. This transaction included more than 50 countries so simply navigating the domestic anti-trust laws for each jurisdiction was certainly challenging.” He also cited the difference in expectations between a private equity seller and a corporate buyer in relation to protections as another aspect to finalise.

Cultural differences were also a challenge of the transaction. “In this deal different Japanese, American, German, Russian, English and Swedish perspectives on executing M&A all emerged. Understanding the psychology of cultural differences sitting around the table is crucial to getting these deals done,” said Sonter.

According to Freshfields’ Julian Long, the deal is indicative of increasing M&A activity in the healthcare sector. In addition to the Nycomed acquisition, Freshfields has recently advised on the sale of allergy and autoimmunity diagnostics company Phadia to Thermo Fisher Scientific Inc, and the Valeant Pharmaceuticals International Inc purchase of AB Sanitas shares. The combined value of these three transactions is more than US$17.7 billion.