MSD (tradename of Merck & Co., Inc., Kenilworth, N.J., USA (NYSE: MRK)) announced its acquisition of Rigontec, the leader in RIG-I targeting RNA therapeutics, in order to access Rigontec’s novel immuno-oncology approach. Under the terms of the agreement, MSD will make an upfront cash payment of € 115 million to Rigontec’s shareholders and make additional contingent payments of up to € 349 million based on the achievement of certain predefined milestones.
Rigontec is a pioneer in accessing the retinoic acid-inducible gene I (RIG-I) pathway, one of the most essential pathways in the innate immune system, as a novel and distinct approach in cancer immuno-therapy to induce both immediate and long-term anti-tumor immunity. Rigontec was founded in 2014 as a spin-out of the University Bonn, Germany, and has to date raised close to € 30 million from experienced institutional life sciences investors, including Boehringer Ingelheim Venture Fund, Forbion Capital Partners, High-Tech Gründerfonds, MP Healthcare Venture Management, NRW.BANK Venture Fonds, Sunstone Capital and Wellington Partners Life Sciences.
Dechert LLP advised the sellers consortium in this cross border acquisition of Rigontec by MSD on all related German and US legal and tax aspects. The transaction is subject to the approval of the applicable cartel authorities.
Dechert’s international transaction team was led by partner Berthold A. Hummel, supported by national partner Dr. Katja Heuterkes and senior associate Julia Braun (all Corporate, Munich), national partner Clemens Graf York von Wartenburg (Antitrust, Frankfurt/Brussels), national partner Klaus D. Hahne (Tax, Frankfurt), associates Clara Gollwitzer (Corporate, Munich) and Dr. Jan H. Pesek (Corporate, Frankfurt); partner Thomas A. Rayski and special counsel Vilotetta A. Kokolus (both IP, New York), partner Jonathan Schur (Corporate, New York), partner Joshua Milgrim, associates Jeff J. Kang and Jay Buchman (all Tax, New York) and Jeremy B. Zucker (Regulatory, Washington).
Read the press release in German (PDF): "MSD übernimmt Biotech-Unternehmen Rigontec."
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