Organon’s $954 Million Acquisition of Forendo Pharma

Krogerus and Wilmer Cutler Pickering Hale and Dorr advised Forendo Pharma on the deal.

Organon, a global healthcare company formed through a spin-off from Merck, is to acquire the entire share capital of Forendo Pharma (pioneering the translation of intracrinology science into 1st-in-class therapeutic solutions). Completion of the transaction is subject to review under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The transaction is expected to close in December 2021.

Consideration for the transaction includes a $75 million upfront payment, assumption of approximately $9 million of Forendo debt, payments upon the achievement of certain development and regulatory milestones of up to $270 million and commercial milestones payments of up to $600 million, which together could amount to total consideration of $954 million.

The Krogerus team was led by Partner Sami Laine (Picture) and he was primarily assisted by Associates Andreas Brink, Ari Natunen and Kalle Lipsanen. Partner Samu Lassila advised on the tax aspects of the transaction and he was primarily assisted by Senior Associate Vilma Piipponen and Associate Anna Corrêa de Mora.

The WilmerHale team was led by Hal Leibowitz and Gary Schall and included Alex Bernstein on corporate matters, Ariel Soiffer on licensing and intellectual property matters, Scott Kilgore on employment and benefits matters, Richard Andersen on tax matters, Bruce Manheim on FDA matters, Steve Finizio on international arbitration matters, David Horn on export control matters and David Gold on real estate matters

Involved fees earner: Andreas Brink – Krogerus Attorneys Ltd; Anna Corrêa de Mora – Krogerus Attorneys Ltd; Sami Laine – Krogerus Attorneys Ltd; Samu Lassila – Krogerus Attorneys Ltd; Kalle Lipsanen – Krogerus Attorneys Ltd; Ari Natunen – Krogerus Attorneys Ltd; Vilma Piipponen – Krogerus Attorneys Ltd; Alex Bernstein – Wilmer Cutler Pickering Hale and Dorr; Scott Kilgore – Wilmer Cutler Pickering Hale and Dorr; Hal Leibowitz – Wilmer Cutler Pickering Hale and Dorr; Gary Schall – Wilmer Cutler Pickering Hale and Dorr; Ariel Soiffer – Wilmer Cutler Pickering Hale and Dorr;

Law Firms: Krogerus Attorneys Ltd; Wilmer Cutler Pickering Hale and Dorr;

Clients: Forendo Pharma;

Federica Tiefenthaler

Author: Federica Tiefenthaler