H. Lundbeck A/S (“Lundbeck”) and Chelsea Therapeutics International, Ltd. (“Chelsea”) announced that they have entered into a definitive agreement under which Lundbeck will acquire Chelsea. Cravath represented Lundbeck in connection with this transaction. Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Chelsea, whereby Chelsea stockholders will be offered an upfront payment and contingent value rights, representing a total potential consideration of up to US$7.94 per share, or US$658 million on a fully diluted basis.

The board of directors of Chelsea has unanimously approved the transaction, which is expected to close in the third quarter of 2014, subject to the tender of a majority of Chelsea’s outstanding shares in the tender offer and the receipt of customary regulatory approvals.

The Cravath team included partners Faiza J. Saeed and Ting S. Chen and associates Ankur N. Patel, Brendan M. Cottington and Jennifer Uren on M&A matters; partner Michael L. Schler and associate Jay S. Gill on tax matters; partner Jennifer S. Conway and practice area attorney Nicole F. Foster on executive compensation and benefits matters; partner Matthew Morreale on environmental matters; partner David J. Kappos and associate Benjamin D. Landry on intellectual property matters; and practice area attorney Gary R. Eisenman on real estate matters. Matthew J. Bobby also worked on executive compensation and benefits matters.