February 22, 2021
Latham & Watkins advised Sistema PJSFC
(Sistema) a publicly-traded Russian investment company, on its establishment of
the pharmaceutical holding company Binnopharm Group.
To create the pharmaceutical holding
company, Sistema and its financial partner, VTB Group (VTB), contributed their
56.2% stake in OJSC Sintez (which includes CJSC Biocom) to the equity of
Binnopharm Group. At the same time, Sistema, VTB and a consortium of investors
consisting of the Russia-China Investment Fund (a fund established by the
Russian Direct Investment Fund and China Investment Corporation) and major
Middle East funds (collectively, the “Investor Consortium”) contributed an
85.6% stake in JSC Alium (which includes JSC Binnopharm) to the equity of
Binnopharm Group. As a result, the effective stake of Sistema together with VTB
in Binnopharm Group will be 79%, and the Investor Consortium will have 15.8%.
The remaining 5.2% of shares are distributed among individual minority
The Latham team was led by Moscow corporate
partner Olga Ponomarenko with associates Timur Bayramov and Leonid Lepold;
advice on financial matters was provided by associate Alexandra Samsonova.