VISCHER advises ADVANZ PHARMA on USD 450 million acquisition of Intercept

VISCHER has advised ADVANZ PHARMA, a specialty pharmaceutical company headquartered in London, on all Swiss legal aspects of its USD 450m acquisition of the ex-US business of Intercept Pharmaceuticals, spanning from due diligence to transactional document advice. The acquisition is expected to be completed during the third quarter 2022, subject to customary legal and regulatory closing conditions.

The transaction is actively supported by ADVANZ PHARMA’s owner Nordic Capital, a leading private equity investor with extensive experience and expertise in the global healthcare market, which acquired ADVANZ PHARMA in June 2021. The acquisition will serve to strengthen ADVANZ’s position as a partner of choice for commercialisation of specialty and hospital pharmaceuticals in Europe.

Under the terms of the agreement, Intercept will receive an upfront consideration of $405 million as well as an additional payment of $45 million from ADVANZ PHARMA contingent upon receipt of an extension of paediatric orphan exclusivity in Europe. The agreement also includes the ex-U.S. rights to commercialise obeticholic acid in NASH, in exchange for royalty payments on any future net sales outside of the U.S. Closing of the transaction is expected to take place in two to three months, subject to customary legal and regulatory closing conditions.

The UK-based pharmaceutical company have a strategic focus on hospital and specialty pharmaceuticals in Europe. This agreement with Intercept Pharmaceuticals involves the acquisition of most of Intercept’s subsidiaries and operations in Europe, Canada and all other markets outside the US. This includes rights outside the U.S. to commercialize Ocaliva® (obeticholic acid) for primary biliary cholangitis (PBC), a progressive autoimmune disease that damages the bile ducts in the liver Intercept is a U.S.-based biopharmaceutical company focused on developing and commercializing new treatments to treat progressive, non-viral liver diseases.

VISCHER team led by partner Adrian Dörig (corporate finance) comprised Peter Kühn (counsel, corporate/m&a), Anna Salm (junior associate, corporate/m&a) and Gian Geel (associate, employment). Also White & Case acted as lead counsel in this transaction.