Integra LifeSciences Holdings Corp Acquisition of Johnson & Johnson’s Codman Neuro Division

In February 2017, Integra LifeSciences agreed to buy Johnson & Johnson’s global neurosurgery business – branded Codman – for more than $1 billion. Both Integra and Codman are leading suppliers of neurosurgical products in the United States, with largely complementary footprints globally.  Compass Lexecon was retained globally by counsel for Integra to evaluate the competitive effects of the proposed transaction on numerous products within the companies’ portfolios.  Compass Lexecon assisted with white papers, submissions and presentations to various competition authorities providing empirical analyses on numerous topics, including diversions, the importance of specific product features for current and future competition, market share trends, and the extent of customer overlap.  On September 27, 2017, the U.S. Federal Trade Commission provided regulatory approval for the transaction, with limited divestitures, completing the successful global competition review process.

The global approval process was accomplished with collaboration between Compass Lexecon economists and Latham and Watkins legal teams based in both the U.S. and Europe.  A Compass Lexecon team headed by Jonathan Orszag, Colleen Loughlin, and Daniel Stone assisted Integra LifeSciences’ General Counsel, Richard D. Gorelick, and outside counsel, led by E. Marcellus Williamson, Amanda P. Reeves, and Patrick C. English of Latham & Watkins LLP, in gaining regulatory approval in the U.S.  In Europe, a Compass Lexecon team headed by Neil Dryden, Daniel Westrik and Abbas Mohsin worked closely with a Europe-based Latham & Watkins LLP team led by John D. Colahan, Hector Armengod and Calum M. Warren to obtain regulatory approvals in ex-US jurisdictions.