Roche’s $1.9 Billion Acquisition of Flatiron Health

Allen & Company LLC is acting as financial advisor to Flatiron Health and Wilson Sonsini Goodrich & Rosati is acting as legal counsel to Flatiron Health. Davis Polk & Wardwell LLP is acting as legal counsel to Roche.

Roche (SIX: RO, ROG; OTCQX: RHHBY) and Flatiron Health, Inc. have signed a definitive agreement under which Roche will acquire all shares of Flatiron Health, following on from an existing equity stake of 12.6%. The transaction is expected to close in the first half of 2018.

Flatiron Health, a privately held healthcare technology and services company headquartered in New York City, US, is a market leader in oncology-specific electronic health record (EHR) software, as well as the curation and development of real-world evidence for cancer research. With its large network of community oncology practices and academic medical centers across the US, Flatiron Health has created a technology platform designed to learn from the experience of every patient.

Flatiron Health has worked with industry leaders and regulators to develop new approaches for how real-world evidence may be used in regulatory decision making, including the design and validation of novel endpoints. By working closely with its network of community practices and academic medical centers, Flatiron has also developed a suite of software products that uniquely positions the company to advance the use of real-world evidence at the point of care.

Under the terms of the agreement, Roche will make a payment of USD 1.9 billion to Flatiron Health on a fully diluted basis, subject to certain adjustments. The closing of the transaction is subject to customary closing conditions. The parties expect that following the closing, Flatiron Health will continue its current business model, network of partnerships and overall objectives. The integrity of segregated patient protected health information will be preserved, as will dedicated sales and marketing, provider-facing and life science business activities.

Davis Polk advised Roche with a team including Marc O. Williams (Picture) and Brian Wolfe and associates Albert Zhu and Daisy Wu. Counsel David R. Bauer is providing intellectual property and technology advice. Partner Jean M. McLoughlin, counsel David Mollo-Christensen and associate Joshua S. Sills are providing executive compensation advice. Partner Michael Mollerus is providing tax advice. Counsel Michelle Ontiveros Gross is providing data privacy advice.

WSGR advised Flatiron with a team including Mike Ringler, Mike Labriola, Megan Baier, John Olson, Mark Bass, Catherine Riley-Tzipori, Jini Chatterjee, Katie Dahlinghaus, Meghan Thomsen (M&A), Sriram Krishnamurthy, Matthew Norgard (Employee Benefits & Compensation), Scott Sher, Rosin Comerford (Antitrust), Matt Gorman (Employment Law), Jamie Clessuras, TJ Graham, Rachel Landy, Barath Chari (Technology Transactions), Matthew Staples, Patrick Kane (Privacy and Data Protection), David Hoffmeister (Life Science), Eileen Marshall and Devin Heckman (Tax).

 

Involved fees earner: Michael Ringler – Wilson Sonsini Goodrich & Rosati; Michael Labriola – Wilson Sonsini Goodrich & Rosati; Megan Baier – Wilson Sonsini Goodrich & Rosati; John Olson – Wilson Sonsini Goodrich & Rosati; Mark Bass – Wilson Sonsini Goodrich & Rosati; Catherine Riley-Tzipori – Wilson Sonsini Goodrich & Rosati; Jini Chatterjee – Wilson Sonsini Goodrich & Rosati; Meghan Thomsen – Wilson Sonsini Goodrich & Rosati; Sriram Krishnamurthy – Wilson Sonsini Goodrich & Rosati; Matthew Norgard – Wilson Sonsini Goodrich & Rosati; Matthew Gorman – Wilson Sonsini Goodrich & Rosati; Scott Sher – Wilson Sonsini Goodrich & Rosati; Rosin Comerford – Wilson Sonsini Goodrich & Rosati; Jamie Clessuras – Wilson Sonsini Goodrich & Rosati; TJ Graham – Wilson Sonsini Goodrich & Rosati; Rachel Landy – Wilson Sonsini Goodrich & Rosati; Barath Chari – Wilson Sonsini Goodrich & Rosati; Matthew Staples – Wilson Sonsini Goodrich & Rosati; Patrick Kane – Wilson Sonsini Goodrich & Rosati; David Hoffmeister – Wilson Sonsini Goodrich & Rosati; Eileen Marshall – Wilson Sonsini Goodrich & Rosati; Devin Heckman – Wilson Sonsini Goodrich & Rosati; Marc Williams – Davis Polk & Wardwell; Brian Wolfe – Davis Polk & Wardwell; Albert Zhu – Davis Polk & Wardwell; Daisy Wu – Davis Polk & Wardwell; David Bauer – Davis Polk & Wardwell; Jean M. McLoughlin – Davis Polk & Wardwell; David Mollo-Christensen – Davis Polk & Wardwell; Joshua Sills – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell; Michelle Ontiveros Gross – Davis Polk & Wardwell;

Law Firms: Wilson Sonsini Goodrich & Rosati; Davis Polk & Wardwell;

Clients: Roche Holding AG ; Flatiron Health Inc.;

 

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Author: Ambrogio Visconti