Tara M. Fisher
PartnerTara Fisher is a partner in Ropes & Gray’s mergers & acquisitions and capital markets practice groups. Tara represents public and private companies, boards of directors and investment banks with respect to mergers and acquisitions, corporate governance matters and securities offerings. Tara’s clients span a variety of industries, including pharmaceutical, biotechnology, medical device, and consumer retail.
- Represented the lead underwriters in the $6.7 billion secondary offering of Regeneron common stock.
- Represented the lead underwriters in the $550 million IPO and concurrent $250 million tangible equity unit offering for Change Healthcare, an independent healthcare technology platform
- Represented the lead underwriters in the $1.7 billion Elanco Animal Health IPO and the dealer managers in the $8.6 billion exchange of Elanco stock for Lilly stock.
- Represented the lead underwriters in the $725 million common stock offering and concurrent $550 million tangible equity unit offering for Elanco Animal Health to finance the Bayer Animal Health business acquisition.
- Represented TransMedics Group, Inc., a medical technology company focused on transforming organ transplant therapy for end-stage organ failure patients, in its $105 million IPO and $70 million follow-on offering.
- Represented PQ Group Holdings Inc., a provider of performance chemicals, catalysts, and specialty glass materials and a portfolio company of CCMP, in its $500 million IPO.
- Represented Wright Medical Group, Inc., a global orthopedic medical device company, in connection with its convertible note offering and convertible note hedge and warrant transactions.
- Represented The TJX Companies, Inc., the leading off-price retailer of apparel and home fashions in the U.S. and worldwide, in its $500 million, $750 million, $1 billion and $4 billion registered note offerings.
- Represented the lead underwriters in the $325 million IPO of Wayfair Inc., one of the world’s largest online destinations for the home.
- Represented United Surgical Partners, Inc., an operator of ambulatory surgery and short-stay medical facilities and a portfolio company of Welsh Carson Anderson & Stowe, in its offering of senior secured notes, and a related recapitalization transaction and spinoff.
- Represented a leading American clothing retailer in an exchange offer for its outstanding senior notes, issued in connection with its acquisition by a global private equity firm.
- Represented the lead underwriters in initial public offerings, follow-on equity or convertible notes offerings for issuers such as Auxilium Pharmaceuticals, Lexicon Pharmaceuticals, Regeneron Pharmaceuticals, TherapeuticsMD and Zafgen.
Mergers & Acquisitions
- Represented CIRCOR in its defense of an unsolicited bid and in a proxy contest with an activist investor.
- Represented Pfizer in connection with its $14 billion acquisition of Medivation, a commercial-stage oncology company.
- Represented Medtronic in connection with its $1.3 billion acquisition of HeartWare International, a heart pump manufacturer.
- Represented Shire plc in its $32 billion combination with Baxalta Incorporated, a business spun out of Baxter International, for a combination of cash and stock
- Represented Shire plc its acquisition of Dyax Corp. for $5.9 billion in cash plus contingent value rights.
- Represented The TJX Companies, Inc., the leading off-price retailer of apparel and home fashions in the U.S. and worldwide, in its acquisition of Sierra Trading Post, Inc., an off-price Internet retailer.
- Represented Maple Leaf Foods, Inc. in its $140 million acquisition of Lightlife Foods, Inc., a leading manufacturer and brand of refrigerated plant-based protein foods in the U.S.
- Represented The Strategic Alternatives Special Committee for Market Basket, a chain of discount supermarkets in the northeast, in its $1.5 billion sale.
- Represented Cubist Pharmaceuticals, Inc. in its acquisition of an option to acquire Adynxx, a privately held, clinical-stage pharmaceutical company focused on developing novel analgesic therapies.
- Represented Pfizer in its acquisition of Excaliard Pharmaceuticals, a biopharmaceutical company focused on the development of novel drugs for the treatment of skin scarring.
- Represented Wright Medical Group, Inc. in the sale of its $290 million OrthoRecon business to Hong Kong-based MicroPort Scientific Corporation.
- Represented Novavax, Inc., a clinical-stage vaccine company, in its acquisition of a Czech Republic company Praha Vaccines a.s., a part of the Cyrus Poonawalla Group, and in a cross-border tender offer for the outstanding shares of Isconova, a Sweden-based public vaccine adjuvant company.
- Profiled, “Coronavirus Q&A: Ropes & Gray's Tara Fisher,” Law360 (June 12, 2020)
- Co-author, “Appraisal decisions: deal consideration as fair value,” International Law Office (September 17, 2014)
- Co-author, “Duty to negotiate in good faith gets enforced,” International Law Office (November 27, 2013)
- JD, magna cum laude, Boston College Law School, 2009; Order of the Coif; Articles Editor, Boston College Law Review
- AB (Social Studies), cum laude, Harvard College, 2006