08 January 2018
Celgene Corporation and Impact Biomedicines have announced the signing of a definitive agreement in which Celgene will acquire Impact Biomedicines, which is developing fedratinib for myelofibrosis and polycythemia vera. Under the terms of the agreement, Celgene will make an upfront cash payment of approximately US$1.1 billion. In addition, Impact Biomedicines's shareholders are eligible to receive contingent payments based on regulatory approval and sales-based milestones. The maximum aggregate amount payable for regulatory approval milestones is US$1.4 billion relating to approvals for myelofibrosis and other indications. Starting from global annual net sales of US$1 billion, aggregate tiered sales-based milestone payments could total a maximum of US$4.5 billion if global annual net sales exceed US$5 billion.
Latham & Watkins LLP advised Impact Biomedicines on the transaction with a deal team led from the firm’s Orange County office by partners Daniel Rees and Michael Treska, with associates Kevin Reyes in San Diego and Amro Suboh, Nima Movahedi, Anand Gandhi, and Shannon Cheng in Orange County. Advice has also been provided on regulatory matters by counsel Elizabeth Richards in Washington, D.C., partner Hector Armengod in Brussels, and associate Amy Speros in Silicon Valley; on intellectual property matters by partner Christopher Hazuka in Silicon Valley and associate Brendan Haberle in San Diego; on employee benefits matters by partner Michelle Carpenter and associate Jack Stratton in Los Angeles; on tax matters by partner Samuel Weiner and associate Alan Beadle in Los Angeles; on finance matters by partner Jason Bosworth in Los Angeles; and on antitrust matters by partner Jason Cruise and associate Patrick English in Washington, D.C.
The acquisition is subject to customary closing conditions and applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act and is expected to close in the first quarter of 2018.