ARYA Sciences Acquisition Corp IV’s Acquisition of Amicus Therapeutics’ Gene Therapy Business

Skadden, Arps, Slate, Meagher & Flom, Wilson Sonsini Goodrich & Rosati and Troutman Pepper Hamilton Sanders represented Amicus Therapeutics, while Kirkland & Ellis represented ARYA IV in the transaction.

Amicus Therapeutics, Inc. (“Amicus”) announced its intent to launch a next-generation genetic medicine company, Caritas Therapeutics, Inc., (“Caritas”) through a definitive business combination agreement pursuant to which the Amicus gene therapy business will be acquired by ARYA Sciences Acquisition Corp IV, a special purpose acquisition company or SPAC, sponsored by Perceptive Advisors.

The transaction will result in two independent publicly traded companies with attractive stand-alone investment profiles. Amicus will become the largest shareholder in Caritas with a ~36% ownership stake (assuming no redemptions by ARYA’s shareholders) and retain co-development and commercialization rights to the Fabry and Pompe gene therapy programs as well as negotiation rights on select future muscular dystrophy programs.

In addition to the approximately $150 million held in ARYA IV’s trust account, assuming no redemptions are effected, a group of leading global investors has committed to participate in the transaction through a common stock private investment in public equity (PIPE) of approximately $200 million at $10 per share. Investors in the PIPE include Perceptive Advisors, Redmile Group, Bain Capital Life Sciences, Invus, Avoro Capital Advisors, Surveyor Capital (a Citadel company), Deerfield Management Company, Wellington Management and Sphera Healthcare. In connection with the business combination, Amicus will also invest $50 million in cash in Caritas in exchange for additional equity in Caritas. Together, Caritas is expected to receive proceeds of approximately $400 million at the closing of the transactions, assuming no redemptions are effected. Proceeds of the business combination and the PIPE are expected to be used to advance development of the Caritas gene therapy pipeline, discovery work, growth across its scientific teams and to support general corporate activities (including payment of certain transaction expenses). A condition to closing of the business combination transaction is that these cash proceeds are no less than $300 million in total.

The Kirkland team was led by corporate partners Ryan Brissette (Picture) and Jonathan Davis and associate Peter Fritz, capital markets partner Peter Seligson, tax partners Sara Zablotney and Mark Schwed, and technology & IP transactions partners Adam Petravicius and Shellie Freedman.  

The Skadden team included M&A partners Graham Robinson (Boston) and Katherine Ashley (Washington, D.C.), and associates Paul Bolaji (Washington, D.C.), Marissa Leonce (Boston) and Keema Givens (Washington, D.C.); Tax partner Thomas Wood (Washington, D.C.) and associate Kate Mathieu (Washington, D.C.); Intellectual Property and Technology partner Resa Schlossberg (New York) and associates Christine McLellan (New York) and Kendall Ickes (New York); and Executive Compensation and Benefits partner Regina Olshan (New York) and counsel Timothy F. Nelson (Boston).

Involved fees earner: Ryan Brissette – Kirkland & Ellis; Jonathan Davis – Kirkland & Ellis; Peter Fritz – Kirkland & Ellis; Adam Petravicius – Kirkland & Ellis; Mark Schwed – Kirkland & Ellis; Peter Seligson – Kirkland & Ellis; Shellie Weisfield Freedman – Kirkland & Ellis; Sara Zablotney – Kirkland & Ellis; Paul Bolaji – Simpson Thacher & Bartlett; Katherine Ashley – Skadden Arps Slate Meager & Flom; Keema Givens – Skadden Arps Slate Meager & Flom; Kendall Ickes – Skadden Arps Slate Meager & Flom; Marissa Leonce – Skadden Arps Slate Meager & Flom; Kate Mathieu – Skadden Arps Slate Meager & Flom; Christine McLellan – Skadden Arps Slate Meager & Flom; Timothy Nelson – Skadden Arps Slate Meager & Flom; Regina Olshan – Skadden Arps Slate Meager & Flom; Graham Robinson – Skadden Arps Slate Meager & Flom; Resa Schlossberg – Skadden Arps Slate Meager & Flom; Thomas Wood – Skadden Arps Slate Meager & Flom;

Law Firms: Kirkland & Ellis; Simpson Thacher & Bartlett; Skadden Arps Slate Meager & Flom;

Clients: Amicus Therapeutics; ARYA Sciences Acquisition Corp IV;