Simone Waterbury

Simone Waterbury is a partner in Goodwin’s Antitrust and Competition practice. Simone’s expertise covers a wide range of commercial transactions, advising domestic and multinational businesses and private equity firms on their obligations under the Hart-Scott-Rodino Antitrust Improvements Act and foreign merger control and direct investment regimes. Simone regularly counsels client by determining the applicability of merger clearance filing requirements in both US and foreign jurisdictions, assessing transaction-related antitrust risk, and negotiating terms of agreements, for a wide variety of complex transactions and cross border deals involving mergers, license agreements, investment funds, and financing transactions. She has extensive knowledge of the Hart-Scott-Rodino (HSR) regime and has filed hundreds of notification forms with the FTC and DOJ for mergers, minority investments, asset acquisitions, and corrective fillings.

Simone’s recent representative experience includes:

• Curon Biopharmaceutical in the acquisition of its clinical-stage antibody, CN201, by Merck for $700 million upfront and up to $600 million milestones
• Renasas Electronics Corporation in its acquisition of Transphorm, Inc. for approximately $345 million
• Akili Interactive in its acquisition by Virtual Therapeutics
• Mariana Oncology in its acquisition by Novartis for $1 billion upfront and up to $750 million in milestone payments
• Applied Intuition in its $250 million Series E financing
• Harpoon Therapeutics in its acquisition by Merck for $680 million
• Flagship Pioneering in Novo Nordisk’s separate research collaborations with Omega Therapeutics, Inc. and Cellarity, Inc.
• Q32 Bio Inc. in its merger with Homology Medicines, Inc. in an all-stock transaction
• Graphite Bio in its merger with LENZ Therapeutics in an all-stock transaction
• York Capital Management in its strategic growth investment in Comprehensive Rehab Consultants
• Mablink Bioscience in its acquisition by Eli Lilly and Company
• Orchard Therapeutics plc in its acquisition by Kyowa Kirin Co., Ltd. for $387 million and contingent value rights
• Alpha Wave Global in its investment in Aman Group’s 360 million funding round
• TA Associates and Warburg Pincus in its acquisition of a majority stake in Epassi Group from Bregal Milestone
• Renesas Electronics Corporation in its acquisition of Sequans Communications S.A. for $249 million
• EQRx in its acquisition by Revolution Medicines in all-stock transaction
• Quince Therapeutics in its acquisition of EryDel SpA in stock-for-stock transaction with up to $485 million in potential downstream milestones
• Korro Bio in its merger with Frequency Therapeutics with concurrent $117 million financing
• Versanis Bio in its acquisition by Eli Lilly and Company in a transaction valued up to $1.925 billion
• Tata Communications Limited on its acquisition of Kaleyra, Inc. for $100 million
• Surface Oncology in its acquisition by Coherus in stock-for-stock transaction value at up to $65 million and contingent value rights
• SunMed in its acquisition of Vyaire Medical’s Respiratory and Anesthesia Consumables business
• SunMed Group Holdings, LLC in its acquisition of Avanos Medical, Inc.’s Respiratory Health business
• GreenLight Biosciences Hodlings, PBC in its acquisition by a consortium led by Fall Line Capital, LLC for approximately $45.5 million
• WHP Global in its joint agreement with Express, Inc. to acquire Bonobos, Inc. for a combined $75 million
• Qualtrics International Inc. in its acquisition by Silver Lake and Canada Pension Plan Investment Board for approximately $12.5 billion
• TCR² Therapeutics Inc. in its merger with Adaptimmune Therapeutics plc
• VBL Therapeutics in its merger with Notable Labs, Inc.
• Marlin Equity Partners in its acquisition of Meltwater N.V. jointly with entities affiliated with Altor
• Concert Pharmaceuticals in its acquisition by Sun Pharmaceutical for $576 million and contingent value rights
• Poshmark in its acquisition by Naver Corporation for approximately $1.6 billion
• Citrix Systems in its definitive agreement under which affiliates of Vista Equity Partners, and Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., will acquire Citrix for $16.5 billion
• Forma Therapeutics in its acquisition by Novo Nordisk for $1.1 billion
• Thoma Bravo in its acquisition of Nearmap for AUD $1.055 billion
• 908 Devices in its acquisition of TRACE Analytics
• TA Associates in its significant strategic growth investment in Veracode
• Backstage Holdings in its acquisition by Cast & Crew
• Audacious Inquiry in its acquisition by PointClickCare Technologies
• ELEVATE Management in its sale to LRQA
• Helion in its $500 million Series E financing
• EverTrue in its merger with ThankView
• Trillium Therapeutics in its acquisition by Pfizer for $2.26 billion

Simone has been recognized by The Best Lawyers in America for her work in Antitrust Law since 2023.

Simone regularly provides updates on reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) as the FTC adjusts them based on changes in gross national product. Simone’s publications include:

• Co-Author, “FTC and DOJ Finalize Major Changes to HSR Form and Disclosure Requirements,” Goodwin Client Alert, October 11, 2024
• Co-Author, “2024 HSR Thresholds Announced: $119.5 million,” Goodwin Client Alert, January 23, 2024
• Co-Author, “FTC and DOJ Propose Major Changes to HSR Form and Disclosure,” Goodwin Client Alert, June 28, 2023
• Co-Author, “2023 HSR Thresholds Announced: $111.4 million,” Goodwin Client Alert, January 24, 2023
• Co-Author, “New Appropriations Bill Reforms Antitrust Laws and Modifies HSR Fees,” Goodwin Client Alert, January 4, 2023
• Co-Author, “2022 HSR Thresholds Announced: $101 million,” Goodwin Client Alert, January 21, 2022