The Goodwin Life Sciences and M&A team advised Biotheus on the signing of a definitive agreement for its acquisition by BioNTech (Nasdaq: BNTX). Under the terms of the agreement, BioNTech will pay Biotheus shareholders an upfront consideration of $800 million, predominantly in cash, with a small portion in American depositary shares, to acquire 100% of the issued share capital, subject to customary purchase price adjustments, plus additional performance-based contingent payments of up to $150 million if certain milestones are met. The transaction is expected to close in the first quarter of 2025.
The acquisition follows an initial exclusive global license and collaboration agreement between BioNTech and Biotheus, which closed in November 2023, granting BioNTech the rights to develop, manufacture and commercialize BNT327/PM8002 globally ex-Greater China. Goodwin also advised Biotheus on this agreement.
Biotheus is a clinical-stage biotech company dedicated to the discovery, development, and delivery of novel antibodies to address the unmet medical needs of patients with oncology or inflammatory diseases worldwide. Since its inception, Biotheus has established several innovative platforms for antibody discovery. With an experienced development team, Biotheus has built a robust pipeline of ten programs at various stages of clinical development.
The Goodwin team was led by Wendy Pan, Mayan Katz, Amine Assouad and Kevin Guan and included Xiaoyu (Claire) Zhang, Yichen Xu, Xiaotang (Candice) Wang, Longfei Fang, Billy Chong, Ingram Cheung, Sarah Stoiber, Christopher Zhong, Lily Xu, Yingying Cai, Arman Oruc, Paul Jin, Sarah Jordan, Charlotte Brunsdon, Michael Casaburi, Sophie Entwisle, Samuel Honnywill, Dan Karelitz, Cecily Xi, Malhar Naik, Gozde Guckaya, Will Wang, Ai Tajima, Susan Lee, Dustin Schaefer with invaluable assistance from Geng To Law, Richard Matheny, Philipp Lauer, Matt Wetzel, Catherine McCarty, Oded Schein, and Kevin Walsh.
For more information on the deal, please read the press release.