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Latham & Watkins Advises Coherus BioSciences in Acquisition of Surface Oncology

September 13, 2023
Firm represents the biopharmaceutical company in the all-stock acquisition valued at US$66.9 million.

Coherus BioSciences, Inc. (Coherus, Nasdaq: CHRS), a commercial-stage biopharmaceutical company focused on the research, development, and commercialization of innovative immunotherapies to treat cancer, has announced the closing of its acquisition of Surface Oncology, Inc. (Surface, Nasdaq: SURF), a clinical-stage immuno-oncology (I-O) company developing next-generation immunotherapies that target the tumor microenvironment. At the closing of the acquisition, Coherus issued 0.1960 shares of its common stock per share of outstanding Surface common stock and certain outstanding Surface employee equity awards (which exchange ratio was calculated based on a US$5.2831 per share price of Coherus common stock) for a total value equal to approximately US$66.9 million, the sum of US$40 million plus Surface’s net cash at closing of the transaction of US$26.9 million. Surface shareholders also received contingent value rights (CVRs) for 70% of milestone and royalty-based value of existing programs with Novartis (NZV930) and GSK (GSK4381562), as well as for 25% of upfront payments made pursuant to potential ex-US licensing agreements for CHS-114 and 50% of upfront payments made pursuant to potential ex-US licensing agreements for casdozokitug, subject to certain deductions as set forth in the contingent value rights agreement.

Latham & Watkins LLP represented Coherus with a corporate team led by Bay Area partners Benjamin Potter and Phillip Stoup, with associates Steven Schmulenson and Chelsi DeTurk. Advice was also provided on M&A matters by Bay Area partner Josh Dubofsky, and associate Danny Nordstrom.