Matthew Salerno of Cleary Gottlieb was the go-to lawyer for Omar Ishrak, as the chairman and CEO of erstwhile American medical device maker Medtronic paid $42.9 billion for Covidien, an Irish competitor. Salerno not only kept the deal from costing Ishrak’s shareholders $43 billion but he also found the company a new home–Dublin. That’s not Dublin, Ohio either. Salerno didn’t do it alone, of course: in naming Salerno as its Dealmaker of the Week, The American Lawyer cites various partners at the firm as part of the successful team. Tax experts Jason Factor (has there ever been a better-named tax attorney?) and Yaron Reich no doubt played important roles: the large US tax burden Medtronic’s move to Ireland will help assuage is believed by many to be part of the merger’s allure. But probably an even bigger factor–sorry, Jason–was emerging market revenue where the smaller Covidien’s share nearly equals that of its new owner–a figure expected to be cumulatively $3.7 billion this year. The American Lawyer quotes Salerno as saying of the deal: “this one was based primarily on strategic and not tax benefits.” But we’ll take ’em, shouted someone from the back of the room.
This is the fourth (and by far the biggest) deal attorney Salerno has helped orchestrate for Medtronic alone–with the previous deals worth between $500 million and $3.9 billion. He’s even been the Dealmaker of the Week before, after a big rental car acquisition by Hertz in 2012. (Not to mention a little deal he worked out for Google to acquire Motorola Mobility for $12.5 billion.) Shareholders still must approve the Medtronic-Covidien merger, but given that the deal represents nearly a 30% premium over its recent stock price, Covidien people can be counted on for acquiescence. Still other members of the Cleary Gottleib team should get a good workout as the final details are put into place: expect antitrust partners George Cary and Enrique González-Díaz to be busy. This is going to be a big company that sells medical devices that keep people alive–healthy competition, in this case, equates with health itself. Mr. Salerno, by the way, is 37-years-old. Safe to say that smile is mighty genuine.
Attorney Matthew Salerno (photo: Cleary Gottleib)