Ipsen SA completed the acquisition of Clementia Pharmaceuticals Inc. (Clementia) 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 milestone, for a total transaction value of up to US$1.31 billion.
Ipsen is a publicly traded French biopharmaceutical company headquartered in Paris, France. It develops and commercializes 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. The 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. The company is developing palovarotene, an investigational retinoic acid receptor gamma (RARγ) selective agonist, for the treatment of individuals who are affected by fibrodysplasia ossificans progressiva, multiple osteochondromas and other diseases.
The acquisition, highlighted by Clementia’s key late-stage drug candidate palovarotene, is part of Ipsen’s transformative plan to enhance its portfolio of products to treat rare diseases. The transaction closed after 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 (Corporate/ M&A); Paul Lamarre (Tax); Jim Dinning and Alysha Manji-Knight (Competition); Jessica Bullock and Rachael Lee (Labour and Employment); and Louis-Martin O’Neill (Dispute Resolution). Goodwin Procter LLP acted as US counsel to Ipsen with a team that included Kingsley Taft, Andrew Goodman, Lisa Haddad, Robert Crawford, Julie Tibbets, Roger Cohen, Nana Atsem, Michael Hodess, Nancy Urizar, Patricia Mann, Alexander Varond, Elizabeth Mulkey and Allyson Maur (Corporate/ M&A, Life Sciences); Daniel Karelitz and Todd Pollock (Tax); Andrea Murino and Kirby Lewis (Competition); Bradford Smith, Sarah Bock, Sarah Tauman and Morgan Frisoli (Labour and Employment); Todd Hahn and Jacob Osborn (Dispute Resolution); and Jessica Rothstein (Intellectual Property).
Stikeman Elliott LLP acted as Canadian counsel to Clementia with a team that included Sidney Horn, Robert Carelli, Aniko Pelland, Jules Dumas-Richard, Gabrielle Daoust and Loïc Sanscartier (Corporate/ Securities); Frank Mathieu and Adam Drori (Tax); Jeffrey Brown and Megan MacDonald (Competition); Stephanie Weschler and Stephanie Pasternyk (Employment 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 (Corporate/ M&A, Life Sciences); Moshe Spinowitz and Leonard Greenberg (Tax); Maria Raptis (Competition); David Schwartz (Labour and Employment); Timothy Nelson (Litigation); and Matthew Zisk and Miriam Furst (Intellectual Property).