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Pharmaceutical Industry Merger Agreements

Ballard Spahr LLP

Trends In Dealmaking

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As the page turned on 2025, optimism was high among life sciences dealmakers. Elections in the U.S. and other major economies had concluded, interest rates were poised to come in to focus, and the regulatory environment...more

Dacheng

China's Inaugural Merger Control Litigation: Tobishi v. SAMR and Its Practical Impact

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Since the Anti-Monopoly Law came into effect in 2008, China has established a merger control regime now administered by the State Administration for Market Regulation (SAMR). Transactions that meet the notification...more

Goodwin

BioNTech Announces Transaction to Acquire CureVac

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On June 12, 2025, BioNTech SE (“BioNTech”) announced its entry into a definitive purchase agreement to acquire all shares of CureVac N.V. (“CureVac”), with an implied aggregate equity value for CureVac of approximately $1.25...more

Goodwin

Delaware Court Awards More Than $180 Million for Breach of Commercially Reasonable Efforts Obligation in Drug Development...

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On June 11, 2025, the Delaware Court of Chancery found Alexion Pharmaceuticals liable for more than $180 million in damages to former stockholders of Syntimmune, Inc., following the Court’s September 2024 ruling that Alexion...more

Dacheng

China’s First Court Ruling on Merger Control Upholds Conditional Clearance of Below-Threshold Deal

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In March 2025, the Beijing Intellectual Property Court issued a landmark ruling—the first case in which a filing party challenged a merger decision by the State Administration for Market Regulation (“SAMR”) through judicial...more

Dacheng

China Monthly Antitrust Update: April 2025

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This monthly report outlines key developments in China’s antitrust sector for April. The following events merit special attention...more

Knobbe Martens

Zydus Lifesciences in Discussions to Acquire Majority Stake in Amplitude Surgical for €256.8m ($277.4m)

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Zydus Lifesciences Limited announced on March 11, 2025, that it entered into an agreement to acquire a majority stake in Amplitude Surgical. Reports state that Zydus Lifesciences has a tender offer agreement with PAI...more

Jones Day

Earnouts in M&A Transactions: Recent Decisions From Delaware

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In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more

Jones Day

China Unveils New Anti-Monopoly Guidelines for the Pharmaceutical Sector

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China's State Council issued new Anti-Monopoly Guidelines for the Pharmaceutical Sector (the "Guidelines") effective January 24, 2025. The Guidelines provide a comprehensive framework for the State Administration for Market...more

Ballard Spahr LLP

Key Takeaways From the 2025 J.P. Morgan Health Care Conference

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Cautious Optimism for Deal Making. The general consensus is that we will likely see an increase in M&A and capital market transactions in the life sciences sector in 2025....more

Cooley LLP

Learning Old Lessons From Recent Life Sciences Earnout Disputes: Above All Else, Words Matter

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There’s an old saying – “Sticks and stones may break my bones, but words will never hurt me.” While this mantra may help bruised egos on the playground, it’s of no use in M&A disputes. Three recent Delaware Court of Chancery...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Clarifies “Commercially Reasonable Efforts” in Earn-Out Provisions

On April 30, 2024, in Himawan, et al. v. Cephalon, Inc., et al., the Delaware Court of Chancery held that the defendant acquiror complied with its contractual obligations to use commercially reasonable efforts to achieve...more

Goodwin

Coherus to Acquire Surface Oncology

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On June 16, 2023, Coherus BioSciences, Inc. and Surface Oncology, Inc. announced that they have entered into a definitive merger agreement, where, at the closing, Coherus will acquire Surface Oncology, a clinical-stage...more

Wilson Sonsini Goodrich & Rosati

Amgen-Horizon: The FTC's First Litigated Pharmaceutical Merger Challenge in 14 Years and First Conglomerate Merger Challenge in...

On May 17, 2023, the Federal Trade Commission (FTC) challenged Amgen Inc.’s (Amgen) proposed acquisition of Horizon Therapeutics plc (Horizon). The complaint is significant in three respects....more

Knobbe Martens

Boston Scientific Agrees to Purchase Majority Stake in M.I.Tech as M&A Deals Are Expected to Pick Up

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On June 15, 2022, Boston Scientific entered into a definitive agreement to purchase a majority stake in M.I.Tech Co., Ltd, a publicly traded Korean medical device company in the field of endoscopic and urological procedures....more

Herbert Smith Freehills Kramer

Sustained or Transitory? Delaware Court of Chancery Finds No MAE Absent Proof of Durationally Significant Effect on Business

Prior to the Delaware Court of Chancery’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d 198 A.3d 724 (Del. 2018), no Delaware court had found the existence...more

Fenwick & West Life Sciences Group

Digital Health Trends Shaping 2021: The Move to Telemedicine 2.0

Digital health companies and investors had a remarkable 2020, as fundraising totals broke records and deal volume significantly outpaced previous years. Moreover, the increase in investment activity has triggered more exit...more

White & Case LLP

Healthcare M&A prospers, despite fall in deal activity

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The megadeals of 2019 may be off the table for now, but deal activity across healthcare and pharmaceuticals has proven resilient through the COVID-19 crisis - Although pharma, medical and biotech (PMB) M&A deal value for...more

K&L Gates LLP

Chancery Court Finds that Res Judicata Bars Plaintiff’S Demand for Information Rights under Merger Agreement

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In the Memorandum Opinion, Fortis Advisors LLC v. Shire US Holdings, Inc., No. 2018-0933-JRS (Del. Ch. Feb. 13, 2020), the Court of Chancery granted Shire US Holdings, Inc.’s motion to dismiss under the doctrine of res...more

Hogan Lovells

Thinking ahead: Distressed M&A in uncertain times

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Almost a decade into the current bull market, many economic prognosticators are warning of a coming downturn. At the same time, political upheaval and uncertainty around the world is changing the landscape for cross-border...more

Herbert Smith Freehills Kramer

Delaware Confirms the High Threshold for Material Adverse Effect Claims and Interprets ‘Commercially Reasonable Efforts’

A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more

Cadwalader, Wickersham & Taft LLP

The Delaware Court of Chancery Rejects Termination of Merger Agreement Based on Material Adverse Effect

In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more

A&O Shearman

Delaware Court Of Chancery Orders Acquiror To Consummate Merger Finding That Misrepresentations Did Not Amount To A Material...

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On December 18, 2019, Chancellor Andre G. Bouchard of the Delaware Court of Chancery ruled that defendant Boston Scientific Corporation was not entitled to terminate its merger agreement with plaintiff Channel Medsystems,...more

Fenwick & West LLP

Delaware Reaffirms High Bar for Establishing a Material Adverse Effect

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In the first case following Akorn v. Fresenius to rule on a party’s entitlement to terminate a merger agreement on the basis of a material adverse effect (MAE), the Delaware Court of Chancery ordered Boston Scientific...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

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