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Latham & Watkins advises Calliditas on its acquisition of controlling Interest in Genkyotex followed by a public tender offer

Unprecedented transaction in the French pharmaceutical industry with the implementation of milestones of up to €55 million payable upon regulatory approvals of setanaxib, to be added to the deal value of €32 million.

Calliditas Therapeutics AB has announced that the company has reached an agreement to acquire a controlling interest in Genkyotex SA, a leader in NOX inhibition therapies listed in Euronext Paris and Brussels. 

Calliditas is a specialty pharmaceutical company based in Stockholm and focused on identifying, developing and commercializing novel treatments in orphan indications, with an initial focus on renal and hepatic diseases. 

Calliditas will acquire 62.7% of the share capital and voting rights of Genkyotex for €20.3 million in cash at €2.80 per share in an off-market transaction. Following and subject to the closing of this block transaction, Calliditas will file a mandatory simplified cash tender offer on the same terms for the remaining outstanding shares. The tender offer will be followed by a squeeze-out of the non-tendered shares under the same terms if the legal requirements are met. 

Total consideration for 100% of Genkyotex would amount to approximately €32 million, not including milestones of up to €55 million payable upon regulatory approvals of its lead clinical candidate in development for Primary Biliary Cholangitis (PBC), setanaxib. 

Transaction adds Calliditas late-stage orphan pipeline asset and platform in inflammation and fibrosis. Calliditas will continue to implement its strategy focusing on adding late stage assets with an orphan focus and delivering solution for patients with diseases with high unmet needs. 

The closing of the transaction is subject to customary conditions precedent, including the clearance from the French Minister of Economy and Finance regarding foreign investments into France. 

Latham & Watkins advises Calliditas Therapeutics on this transaction with a Paris team led by corporate partner Alexander Crosthwaite, assisted by Simon Lange, Aymerick Fradin and Pierre-Yves Marquet, as well as Matthias Rubner and Agathe Flandre on employment matters and Myria Saarinen and Charlotte Guerin on compliance matters.

Swedish law firm Vinge also advises Calliditas on the transaction. McDermott Will & Emery advises Genkyotex.