Partner, New York Phone +1-212-558-4000 Fax +1-212-558-3588 Add to Address Book

Keith Pagnani is actively involved in the Firm’s corporate practice and has broad experience in merger and acquisition transactions for a range of domestic and international clients.

Selected Transactions

Transactions in which he has been involved include representations of:

• IMS Health in its merger agreement to be acquired by investment funds managed by TPG Capital and Canada Pension Plan Investment Board
• the Special Transaction Committee of UST’s Board of Directors in connection with UST's sale to Altria Group;
• Alcon, Inc. in the sale of Nestle S.A.'s Alcon stake to Novartis AG;
• H&R Block in the sale of its financial advisory business to Ameriprise Financial;
• UnitedHealth Group, parent of UnitedHealthcare, in its acquisition of Sierra Health Services and prior acquisitions of Arnett HealthSystem and John Deere Healthcare and its divestiture of SecureHorizons Medicare Advantage to Humana;
• Oxford Health Plans in its sale to UnitedHealth Group;
• the Special Committee in the sale of Vertrue to One Equity Partners along with members of management;
• Rabobank in its acquisition of Mid-State Bancshares;
• the Board of Directors of Andrx in its sale to Watson Pharmaceuticals;
• IMS Health in its aborted merger with VNU, N.V. and its sale of Erisco to TriZetto Group and the subsequent sale of its TriZetto interest;
• CA, Inc.(f/k/a Computer Associates) in its acquisitions of Niku Corporation, Concord Communications and Netegrity;
• Pharmacia in its merger with Pfizer;
• ING in the sale of its U.S. investment banking business to ABN Amro;
• Goldman, Sachs & Co. in its acquisitions of Spear, Leeds & Kellogg, LLC and Benjamin Jacobson LLC;
• the Special Committee of NCH’s Board of Directors in connection with NCH’s going-private transaction;
• AT&T in its acquisitions of Ameritech and Prodigy Communications Corporation;
• Provident Companies in its merger with UNUM, Inc.;
• Vivendi S.A. in its acquisition of Superior Services, Inc.;
• Western Resources in its unsolicited exchange offer for ADT Limited;
• Praxair in its successful takeover of CBI industries;
• Eastman Kodak in the sales of more than $3 billion of assets; and
• the combination of Covia Partnership and Galileo Company Ltd. to form the world’s largest computer reservations system.

In transactions where the Firm has represented financial advisors, Mr. Pagnani has been involved in:

• Endo Pharmaceuticals' acquisition of Indevus;
• Fresenius' acquisition of APP Pharmaceuticals;
• Ligand's acquisition of Pharmacopeia;
• Biosite's sale to Inverness Medical;
• PeopleSoft's defense against and ultimate sale to Oracle;
• Dana’s defense against ArvinMeritor Inc.’s hostile offer;
• Boise Cascade’s acquisition of OfficeMax;
• Taubman Centers, Inc.’s defense against Simon Property Group, Inc.’s hostile offer;
• Hewlett-Packard's merger with Compaq;
• Sanmina Corporation’s merger with SCI Systems, Inc.
• Monsanto Corporation’s acquisition of DeKalb Industries;
• General Signal's sale to SPX Corporation;
• the merger of Provident Companies, Inc. with the Paul Revere Corporation;
• Teledyne's merger with Allegheny Ludlum; and
• Wallace Computer Services' successful defense against a takeover bid by the Moore Corporation.

Mr. Pagnani is a frequent speaker on M&A and corporate matters, including as a faculty member of the Practising Law Institute. He was a panelist for “What’s on the Healthcare Dealmaking Landscape for 2009 and Beyond?” at The Deal’s Healthcare Dealmaking Symposium 2009, and on “Negotiated Transactions and Deal Issues” at the Florida Bar Business Law Section and West’s 27th Annual Federal Securities Institute in February 2009. Mr. Pagnani also is actively involved in the Firm’s management and administration, including as co-head of the Firm’s Healthcare and Life Sciences practice and as a member of the Firm’s Administrative and Diversity Committees.

Rankings and Recognitions

Mr. Pagnani is named as a leading lawyer for M&A in New York Super Lawyers (2009, 2008, 2007, 2006), for banking and finance, intellectual property, M&A and private equity in The Lawdragon 500: New Stars, New Worlds (2006), and as a leading lawyer finalist in The Lawdragon 500: Leading Lawyers in America (2007).