Astellas Pharma’s $3 Billion Acquisition Of Audentes Therapeutics

Morgan Stanley & Co. LLC, acting through its affiliate Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., acted as exclusive financial advisor to Astellas and Covington & Burling LLP acted as its legal counsel. Centerview Partners LLC acted as exclusive financial advisor to Audentes and Fenwick & West LLP acted as its legal counsel.

Astellas Pharma Inc. (TSE: 4503) executed the acquisition of Audentes Therapeutics, Inc. (NASDAQ: BOLD) at a price of $60.00 per share in cash, representing a total equity value of approximately $3 billion.

Under the agreement, which has been unanimously approved by the boards of directors of both Astellas and Audentes, Astellas acquired Audentes through Asilomar Acquisition Corp., a wholly-owned subsidiary of Astellas US Holding, Inc.

The acquisition of Audentes represents a key step in the expansion of the Astellas Focus Area approach, under which Astellas strives to create innovative medicines for diseases with high unmet medical needs by identifying unique combinations of biology and therapeutic modality/technology based on emerging science.

Audentes is a leading AAV-based genetic medicines company focused on developing and commercializing innovative products for serious rare neuromuscular diseases.

Astellas Pharma US Inc. operates as a pharmaceutical company. The Company manufactures products in the areas of immunology, urology, infectious diseases, cardiovascular, and dermatology.

The Fenwick transaction team was led by Fenwick partners Effie Toshav (Picture), Doug Cogen, David Michaels and Stefano Quintini. The team also includes corporate counsel Nicolas H.R. Dumont and associates Maureen Montgomery, Amy Zhang, Ryan Mitteness, Sawyer Li, Michael Ohta, Annie Omata, Mitchell Duncombe and Alan Huang, and law clerks Jared Leung and Karin Hjorth; executive compensation and employee benefits partners Matthew Cantor and Gerald Audant and associate Corinne Nhaissi; intellectual property and technology transactions associates Jennifer Yoon, Gregory Hopewell, Sophia Chen, Pinar Bailey and Sang Kwon, and law clerk Brandon Cheung; securities litigation associate Vincent Barredo; antitrust partner Mark Ostrau; and tax partner William Skinner and associate Ora Grinberg.

Involved fees earner: Gerald Audant – Fenwick & West LLP; Pinar Bailey – Fenwick & West LLP; Vincent Barredo – Fenwick & West LLP; Matthew Cantor – Fenwick & West LLP; Sophia Chen – Fenwick & West LLP; Douglas Cogen – Fenwick & West LLP; Nicolas Dumont – Fenwick & West LLP; Mitchell Duncombe – Fenwick & West LLP; Ora Grinberg – Fenwick & West LLP; Greg Hopewell – Fenwick & West LLP; Alan Huang – Fenwick & West LLP; Sang Kwon – Fenwick & West LLP; Sawyer Li – Fenwick & West LLP; David Michaels – Fenwick & West LLP; Ryan Mitteness – Fenwick & West LLP; Maureen Montgomery – Fenwick & West LLP; Corinne Nhaissi – Fenwick & West LLP; Michael Ohta – Fenwick & West LLP; Annie Omata – Fenwick & West LLP; Mark Ostrau – Fenwick & West LLP; Stefano Quintini – Fenwick & West LLP; William Skinner – Fenwick & West LLP; Effie Toshav – Fenwick & West LLP; Jennifer Yoon – Fenwick & West LLP; Amy Zhang – Fenwick & West LLP;

Law Firms: Fenwick & West LLP;

Clients: Audentes Therapeutics Inc.;