6 LEXPERT MAGAZINE
|
JULY 2019
DEALS
ANALYSIS
Corporate Finance
21
Mergers and Acquisitions
21
Cross-border Transactions
21
IPSEN ACQUIRES CLEMENTIA
PHARMACEUTICALS
FOR US$1.3 BILLION
TRANSACTION VITALS
Announced: February 25, 2019
Closed: April 17, 2019
Transaction Type: Acquisition
Technique: All share transaction
Total Value: US$1.3 billion
SIDNEY HORN
SIDNEY HORN
STIKEMAN ELLIOTT LLP
(FOR CLEMENTIA
PHARMACEUTICALS INC.)
BILL AINLEY
DAVIES WARD PHILLIPS
& VINEBERG LLP
(FOR IPSEN SA)
Ipsen SA completed the acquisition of
Clementia Pharmaceuticals Inc. (Clemen-
tia) for a purchase price of US$25 per
share in cash upfront, plus a contingent
value right of US$6 per share payable upon
achievement of a specific regulatory mile-
stone, for a total transaction value of up to
US$1.31 billion.
Ipsen is a publicly traded French bio-
pharmaceutical company headquartered in
Paris, France. It develops and commercializ-
es innovative medications used in oncology
and neuroscience, and to treat rare diseases.
It also has a well-established and successful
consumer healthcare business. With total
sales of over €2.2 billion in 2018, Ipsen sells
more than 20 drugs in over 115 countries,
with a direct commercial presence in more
than 30 countries. e company has about
5,700 employees worldwide.
Clementia is a Canadian clinical-stage
company headquartered in Montréal,
Québec. It innovates treatments for people
who have ultra-rare bone disorders and
other diseases with high medical needs. e
company is developing palovarotene, an in-
vestigational retinoic acid receptor gamma
(RARγ) selective agonist, for the treatment
of individuals who are affected by fibrodys-
plasia ossificans progressiva, multiple osteo-
chondromas and other diseases.
e acquisition, highlighted by Clemen-
tia's key late-stage drug candidate palovar-
otene, is part of Ipsen's transformative plan
to enhance its portfolio of products to treat
rare diseases. e transaction closed aer
the approval of the plan of arrangement by
Clementia shareholders and the Québec
Superior Court.
Davies Ward Phillips & Vineberg LLP
acted as Canadian counsel to Ipsen with a
team that included William Ainley, Brett
Seifred, Emily Uza and Russell Hall (Cor-
porate/M&A); Paul Lamarre (Tax); Jim
Dinning and Alysha Manji-Knight (Com-
petition); Jessica Bullock and Rachael Lee
(Labour and Employment); and Louis-Mar-
tin O'Neill (Dispute Resolution). Good-
win Procter LLP acted as US counsel to
Ipsen with a team that included Kingsley
Ta, Andrew Goodman, Lisa Haddad,
Robert Crawford, Julie Tibbets, Roger Co-
hen, Nana Atsem, Michael Hodess, Nancy
Urizar, Patricia Mann, Alexander Varond,
Elizabeth Mulkey and Allyson Maur (Cor-
porate/M&A, Life Sciences); Daniel Kare-
litz and Todd Pollock (Tax); Andrea Mur-
ino and Kirby Lewis (Competition); Brad-
ford Smith, Sarah Bock, Sarah Tauman and
Morgan Frisoli (Labour and Employment);
Todd Hahn and Jacob Osborn (Dispute
Resolution); and Jessica Rothstein (Intellec-
tual Property).
Stikeman Elliott LLP acted as Can-
adian counsel to Clementia with a team
that included Sidney Horn, Robert Carelli,
Aniko Pelland, Jules Dumas-Richard, Gab-
rielle Daoust and Loïc Sanscartier (Corpor-
ate/Securities); Frank Mathieu and Adam
Drori (Tax); Jeffrey Brown and Megan
MacDonald (Competition); Stephanie
Weschler and Stephanie Pasternyk (Em-
ployment and Labour). Skadden, Arps,
Slate, Meagher & Flom LLP acted as
US counsel to Clementia with a team that
included Graham Robinson, Katherine
Ashley, Maya Florence, Marissa Leonce,
Tianya Zhong and Benjamin Jiang (Corpor-
ate/M&A, Life Sciences); Moshe Spinowitz
and Leonard Greenberg (Tax); Maria Raptis
(Competition); David Schwartz (Labour
and Employment); Timothy Nelson (Litiga-
tion); and Matthew Zisk and Miriam Furst
(Intellectual Property).
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
TRANSALTA NEGOTIATES
STRATEGIC INVESTMENT
WITH BROOKFIELD
CLOSING DATE: MAY 1, 2019
TransAlta Corporation, a TSX- and
NYSE-listed Calgary-based power gener-
ator and electricity marketer, completed
the first tranche of a $750-million strategic
investment by an affiliate of Brookfield
Renewable Partners. Brookfield invested
$350 million in TransAlta in exchange for
unsecured, subordinated debentures. e
remaining $400 million will be invested in
October 2020 in exchange for redeemable,
retractable first preferred shares. e de-
bentures and preferred shares (Exchange-
able Securities) are exchangeable by Brook-
field aer December 31, 2024 into up to a
49% equity ownership interest in an entity
holding TransAlta's Alberta hydro assets
at a value based on a multiple of the hydro
assets' future adjusted EBITDA.
Brookfield has the right to nominate
two directors for election to the TransAlta
board at each annual meeting of sharehold-
ers as long as it owns the Exchangeable
Securities. In addition, Brookfield agreed
BIG DEALS
CORPORATE TRANSACTIONS OF IMPORTANCE
15
Total Deals Published
