Life Sciences – Corporate

Capital Markets

Our capital markets attorneys have significant experience representing foreign and domestic issuers, underwriters, selling and controlling shareholders, and other market participants in all manners of capital markets transactions. Over the past decade, our capital markets team has worked on hundreds of offerings raising billions of dollars. We recognize that capital raises for life sciences companies are a means to an end, not an end goal. Because today’s complex and rapidly changing markets can be difficult to navigate and are not conducive to a one-size-fits-all approach, we work with our life sciences clients to understand their goals and help guide them to the right structure.

Mergers and Acquisitions, Joint Ventures and Strategic Alliances

We bring together a team of attorneys with deep knowledge of the technology and the industry to help large and middle-market life sciences companies address transaction-related issues, negotiate solid deal terms, and achieve their strategic business objectives. We represent sellers, purchasers, target companies, special committees and financial advisors in all types of domestic and cross-border transactions, including acquisitions, divestitures, mergers, joint ventures and other strategic alliances.

We combine our technical acumen with deep industry knowledge to better tailor our advice to the specific needs of our clients and offer unique solutions when typical, off-the-shelf approaches would be impractical or impossible. Our attorneys work with client leadership, legal departments and outside advisors from start to finish, advising during all phases of the transaction, including structuring the deal, conducting legal due diligence, obtaining any necessary regulatory approvals and third-party consents, closing the transaction, and performing various post-closing functions. To ensure that directors and executives receive the advice necessary to act in the best interests of their companies, our attorneys are current on the latest developments in fiduciary and legal responsibilities in the mergers and acquisitions context.

We take a team approach to guiding mergers and acquisitions in order to provide seamless counsel across a broad range of legal disciplines. Client engagements are staffed by attorneys with industry knowledge and solid backgrounds in corporate governance, securities, tax, finance, regulatory, intellectual property, employment, employee benefits, environmental, litigation and other areas, as dictated by the transaction.

Formation and Governance

Moving a company from an idea to a profitable entity requires a focused and well-coordinated business and legal strategy that manages growth, provides governance, and protects primary initial capital – ideas. Our attorneys advise clients on documenting their business relationships among the principals, raising capital through convertible debt and equity offerings, establishing and managing equity and other incentive plans for key persons, acquiring other businesses, corporate governance matters, contract matters and sales or other exit transactions.

We understand that collaboration is central to the success of any business, and that is particularly true of emerging growth companies. We partner with our clients by investing the time to understand their businesses and industries. By thoroughly understanding each client’s business plan, we craft legal protection that achieves strategic goals and maximizes the impact of limited funds. Our firm has guided clients through the strategic challenges of assembling and funding an emerging growth company and managing competing stakeholder interests while attracting the talent needed to conceive and execute a successful business model.

Private Equity and Venture Capital

We represent private equity sponsors and other investment firms across a wide variety of asset classes in acquiring and divesting publicly-traded and privately-held life sciences companies. We also represent life sciences companies being acquired by or obtaining capital from private equity and other investment firms, as well as bank and non-bank lenders providing the debt financing to enable leveraged acquisitions. We advise private equity and other investment firms and their general partners, limited partners and co-investors with respect to fund formation issues and equity sponsor issues throughout the life of their funds. We are experienced in helping clients address a comprehensive range of fund matters, from the formation of fund entities through the negotiation of fund terms and closing of the fund.

We understand market standards and how to negotiate and structure transactions to build long-term, successful relationships between life sciences companies and venture capital and other investors. Having worked with our life sciences clients through many market cycles, we are well-versed in the legal and business issues involved in negotiating not only “up rounds,” but also “flat rounds,” “down rounds” and recapitalizations and restructurings.

In addition to representing emerging and growth-stage life sciences companies and their investors, we represent private equity and other investment firms in connection with their acquisition and divestiture of more established life sciences companies, consisting of both privately-held and publicly-traded companies.

Life Sciences Corporate Deal Sheet

  • Represented Intrexon Corporation, a synthetic biotechnology company, in approximately $200 million of private capital raises between 2007 and 2013, in its $184 million initial public offering, in two additional follow-on underwritten public offerings, and in an at-the-market offering with a combined value of nearly $550 million.
  • Advised Cynapsus in a recent transaction with Sunovion Pharmaceuticals Inc., which acquired Cynapsus for about $635 million in an all-cash transaction. Additionally, we acted as issuer’s counsel for Cynapsus in an initial public offering of common shares where $72.5 million was raised.
  • Represented Tribute Pharmaceuticals Canada, Inc. in a merger with Pozen, Inc. in a U.S. tax inversion transaction resulting in the creation of pharmaceutical company Aralez Pharmaceuticals, Inc. The merger was accompanied by an infusion of $350 million of new capital in the form of equity, debt, and a credit line from a number of leading U.S. and foreign pharmaceutical industry investors.
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