Envigo International Holdings’ Merger with Avista Healthcare Public Acquisition

Credit Suisse Securities (USA) LLC is acting as financial advisor to AHPAC, and Jefferies LLC is acting as financial advisor to Envigo. Weil, Gotshal & Manges LLP is acting as legal advisor to AHPAC. Cahill Gordon & Reindel LLP is acting as legal advisor to Envigo. Ellenoff Grossman & Schole LLP is acting as special SPAC counsel to Envigo.

Cahill Gordon & Reindel LLP represented Envigo International Holdings, Inc. (Envigo), a leading early stage non-clinical contract research organization (“CRO”) offering a diverse set of non-clinical discovery and safety assessment services as well as laboratory animal science tools, in connection with its transaction agreement with Avista Healthcare Public Acquisition Corp. (NASDAQ: AHPA) (“AHPAC”), a publicly traded special purpose acquisition company.  Under the terms of the agreement, Envigo will become a wholly-owned subsidiary of AHPAC, which will be renamed Envigo International Holdings, Inc. and is expected to be listed on the NASDAQ stock exchange as of closing of the proposed transaction. The combined company will have an anticipated initial enterprise value of approximately $924 million.

This transaction will be funded through a combination of cash, stock, and rollover debt financing. Envigo’s key existing shareholders will remain committed long-term partners by rolling over a significant portion of their equity. The existing equity owners will be entitled to future cash payments pursuant to a Tax Receivable Agreement relating to certain of Envigo’s income tax attributes.

The proposed common stock ownership of Envigo includes the investors in AHPAC’s initial public offering (48%), the existing equity owners of Envigo (46%), and AHPAC Founders (6%).

The Cahill Corporate/M&A team was led by partners Kimberly Petillo-Décossard and Jonathan Schaffzin assisted by associates Ross Sturman, Kaitlyn Pasco, Joseph Rosati and Nikolas Rodriguez.  Advice was also provided on finance matters by partners Adam Dworkin and Michael Sherman and associate, Dan Anderson, on tax by partner Craig Horowitz, counsel Ann Creed, and associate Samir Kurani, on antitrust by partner Elai Katz and counsel Lauren Rackow, and on executive compensation and benefits by partner Glenn Waldrip Jr. and counsel Mark Gelman.

 

 

Involved fees earner: Kimberly Petillo-Décossard – Cahill Gordon & Reindel; Jonathan Schaffzin – Cahill Gordon & Reindel; Ross Sturman – Cahill Gordon & Reindel; Kaitlyn Pasco – Cahill Gordon & Reindel; Joseph Rosati – Cahill Gordon & Reindel; Nikolas Rodriguez – Cahill Gordon & Reindel; Adam Dworkin – Cahill Gordon & Reindel; Michael Sherman – Cahill Gordon & Reindel; Daniel Anderson – Cahill Gordon & Reindel; Craig Horowitz – Cahill Gordon & Reindel; Ann Creed – Cahill Gordon & Reindel; Samir Kurani – Cahill Gordon & Reindel; Elai Katz – Cahill Gordon & Reindel; Lauren Rackow – Cahill Gordon & Reindel; Glenn Waldrip Jr. – Cahill Gordon & Reindel; Mark Gelman – Cahill Gordon & Reindel;

Law Firms: Cahill Gordon & Reindel;

Clients: Envigo International Holdings;

 

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Author: Ambrogio Visconti