Clifford Chance
Clifford Chance advises Fresenius Kabi on the acquisition of Merck KGaA’s biosimilars business
25 April 2017
- Anselm Raddatz, Ulrich Reese, , , , , , Nicolas Hohn-Hein, Stefan Simon, Christopher Fischer, Marc Besen, Caroline Scholke, , Brian Concklin, Christian Vogel, , , , Sabrina Vivekens, Stefan Behrens, Felix Mühlhäuser, Andrius Bielinis
- Düsseldorf
Clifford Chance advises Fresenius Kabi on the acquisition of Merck KGaA’s biosimilars business
Clifford Chance advised Fresenius Kabi on the acquisition of Merck KGaA’s biosimilars business. Fresenius Kabi is an affiliate of Fresenius KGaA & Co. SE. The acquisition comprises the entire development pipeline and the product pipeline which has a focus on oncology and autoimmune diseases with current branded sales of around US$30 billion.
A biosimilar is a drug that is “similar” to another biologic drug already approved. Biologics are innovative medicines characterized by a targeted mode of action and reduced side effects for patients. Their biosimilar versions make these state-of-the-art therapies affordable and accessible for an increasing number of patients. Biosimilars are a fast-growing segment within the pharmaceutical market. Some of the largest biological branded products will go off patent over the next years.
The purchase price will be up to EUR 670 million. Thereof, EUR 170 million will be paid in cash upon closing. Approximately EUR 500 million are milestone payments strictly tied to achievements of development targets. Analytical testing, clinical studies, quality requirements specific to biosimilars as well as marketing and sales activities are expected to result in increased costs for Fresenius Kabi. These costs are expected to occur in uneven tranches. The total expected cash-out and self-imposed investment ceiling is estimated to be up to EUR 1.4 billion until projected EBITDA break-even in 2022. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in H2/2017.
The Clifford Chance team was jointly led by partners Dr. Anselm Raddatz (Corporate/M&A) and Dr. Ulrich Reese (Corporate/Healthcare), coordinated by counsel Dr. Claudia Nawroth and comprised associate Jan Szemjonneck (both Corporate/Healthcare) and senior associate Dr. Werner Brickwedde (Corporate/M&A), partner Dr. Claudia Milbradt, senior associate Dr. Florian Reiling and associate Nicolas Hohn-Hein (all IP) – all Düsseldorf, partner Dr. Stefan Simon and associate Dr. Christopher Fischer (both Employment Law, Frankfurt), partner Marc Besen (Brussels/Düsseldorf), associate Caroline Slusarek (Düsseldorf), partner Timothy Cornell and associate Brian Concklin (both Washington) – all Antitrust, partner Dr. Christian Vogel, senior associate Dr. Jochen Buckel and associate Frederike Schlicht (all Corporate/M&A, Düsseldorf) as well as senior associate Ann-Kristin Cahnbley and associate Sabrina Vivekens (both Corporate/Healthcare, Düsseldorf) and partner Dr. Stefan Behrens, partner Dr. Felix Mühlhäuser and associate Dr. Andrius Bielinis (all Tax, Frankfurt).
