Astellas Pharma Inc.’s €800 million acquisition of Ogeda SA

Jones Day is advising Astellas Pharma Inc. in its €800 million acquisition of Ogeda SA, a Belgian VC-backed drug discovery company

Ogeda is a clinical-stage drug discovery company that discovers and develops small molecule drugs targeting G-protein coupled receptors (GPCRs). The lead investigational candidate, fezolinetant, is a selective NK3 receptor antagonist, and the positive data from a Phase 2a study result for the non-hormonal treatment of menopause-related vasomotor symptoms (“MRVMS”) was announced in January 2017.

This transaction expands Astellas’ late stage pipeline and is expected to contribute to its mid-to-long term growth. Under the agreement, Astellas has agreed to pay up to a total of EUR 800 million. Astellas will make an initial payment of EUR 500 million in consideration of 100% of the equity in Ogeda at the closing of the transaction. Then Ogeda shareholders will be eligible to receive an additional EUR 300 million with attainment of certain clinical development and regulatory milestones for fezolinetant. Upon completion of the transaction, Ogeda would become a wholly owned subsidiary of Astellas.

The closing of the transaction is subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of the United States, and is expected to be finalized in the second quarter of 2017.

Jones Day is representing Astellas Pharma Inc. on the deal with a team led by partner Thomas De Muynck.

White & Case is advising Ogeda on the sale.

Involved fees earner: Thomas De Muynck – Jones Day;

Law Firms: Jones Day;

Clients: Astellas Pharma Inc.;

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