Paul M. Kinsella

Partner

Paul advises on business combinations, securities offerings, and governance matters.

M&A matters include representing:

Acceleron in its sale to Merck ($11.5 billion)
Wright Medical in its sale to Stryker ($5.4 billion)
TESARO in its sale to GSK ($5.1 billion)
NxStage in its sale to Fresenius ($2.0 billion)
Synageva in its sale to Alexion ($8.9 billion)
Cubist in its sale to Merck ($9.5 billion)
Genzyme in its sale to Sanofi ($20.1 billion and contingent value rights)
Javelin in its sale to Hospira, which, after Javelin initiated litigation, closed on its original terms despite emergence of a contamination issue and which involved Hospira topping a merger agreement between Javelin and Myriad
Pfizer in its acquisitions of Biohaven ($11.6 billion, the spin-off of Biohaven’s early-stage programs, and a contingent royalty obligation); Arena ($6.7 billion); Trillium ($2.3 billion); Medivation ($14 billion), in which Pfizer prevailed in an auction triggered by an unsolicited bid by another pharmaceutical company; and Hospira ($17 billion)
Shire in its acquisitions of Baxalta ($32 billion), which commenced with an unsolicited public proposal shortly following Baxalta’s spin-off from Baxter, and Dyax ($5.9 billion)
CIRCOR in its successful defense against a hostile tender offer

Capital markets matters include representing:

Novavax in $2.5 billion in equity and convertible note offerings
Sarepta in $4.0 billion in equity and convertible note offerings
TransMedics in its IPO and follow-on equity offerings
Ironwood in its IPO, follow-on equity offerings, and spin-off of Cyclerion
Zoetis in the exchange of Zoetis stock ($12.9 billion) for Pfizer stock to split-off Zoetis from Pfizer
The lead underwriters in the Vigil Neuroscience IPO and the placement agent in a subsequent PIPE
The lead underwriters in the Entrada Therapeutics IPO
The lead underwriters in a $6.7 billion secondary offering of Regeneron common stock and a $2.0 billion Regeneron investment grade debt offering
The lead underwriters in the Elanco Animal Health IPO ($1.7 billion) and the dealer managers in the exchange of Elanco stock for Lilly stock ($8.6 billion)

Quoted, “Novavax vaccine 89.3% effective in UK phase 3 trial,” ICLG (February 3, 2021)
Quoted, “Ropes & Gray and Novavax pursue a COVID-19 vaccine,” Patent Lawyer Magazine (February 2, 2021)
Co-author, “SEC Adopts Amendments to MD&A and Financial Disclosures,” Practical Guidance (December 17, 2020)
Cited, “Ropes Helps Novavax Ink $200M PIPE Deal To Fight COVID-19,” Law360 (June 15, 2020)
Co-author, “Proposed Amendments to Regulate Proxy Voting Advice and to Modernize the Shareholder Proposal Rule,” Harvard Law School Forum on Corporate Governance and Financial Regulation (November 27, 2019)
Co-author, “A Fresh Look at Exclusive Forum Provisions,” Harvard Law School Forum on Corporate Governance and Financial Regulation (May 28, 2019)