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  • Deal or case news
  • 18-12-2015

NautaDutilh assists Acerta Pharma B.V. with the sale of 55% of the entire issued share capital of Acerta to AstraZeneca for unconditional payments of USD 4 billion.

This is the biggest Dutch pharma deal (in size) ever. Acerta Pharma was founded by two Dutch researchers from Oss (former Organon). The agreement also includes options which, if exercised, provide the opportunity for Acerta shareholders to sell, and AstraZeneca to buy, the remaining 45% of shares in Acerta. The options can be exercised at various points in time, conditional on the first approval of acalabrutinib in both the US and Europe and when the extent of the commercial opportunity has been fully established, at a price of approximately USD 3 billion net of certain costs and payments incurred by AstraZeneca and net of agreed future adjusting items, using a pre-agreed pricing mechanism. This would lead to a total deal value of up to USD 7 billion.

NautaDutilh worked alongside with Morgan, Lewis & Bockius LLP in drawing up and negotiating the sale and transfer of the shares in Acerta Pharma B.V. and the Dutch law governed shareholders' agreement.

NautaDutilh also represented Acerta Pharma on the USD 375 million private placement round it did in May (2015). Earlier this year NautaDutilh acted on for the acquisition by Amgen of Dezima Pharma for USD 1.4 billion and the very successful IPO of ProQR. NautaDutilh also assisted Johnson & Johnson on its approximate USD 2 billion acquisition of Crucell (2010).

Please read more in the Astra Zeneca press release  and the Acerta press release.

NautaDutilh's team was led by Ruud Smits (lead partner) and further comprised of Christiaan de Brauw, Rebecca Pinto, Bart van Kempen (all corporate M&A), Wijnand Bossenbroek, Julian Blüm,  Esther Vochteloo and Roderick Hanrath (civil law notary), Paul Olden, Frans Overkleeft (both corporate litigation) and Gijs van Nes (employment).

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