Ropes & Gray represented Pfizer, Inc. in its entry into a definitive agreement to acquire Biohaven Pharmaceuticals, the maker of NURTEC ODT, an innovative dual-acting migraine therapy approved for both acute treatment and episodic prevention of migraine in adults.
Under the terms of the agreement, Pfizer will acquire all outstanding shares of Biohaven not already owned by Pfizer for $148.50 per share in cash. Biohaven common shareholders, including Pfizer, will also receive 0.5 of a share of New Biohaven, a new publicly traded company that will retain Biohaven’s non-calcitonin gene-related peptide (CGRP) development stage pipeline compounds. New Biohaven will also have the right to receive tiered royalties from Pfizer on any annual net sales of rimegepant and zavegepant in the United States in excess of $5.25 billion.
The proposed transaction includes the acquisition of Biohaven’s CGRP programs, including rimegepant, approved under the trade names NURTEC ODT in the United States and VYDURA in the European Union, and zavegepant, which is on track for a Q2 2022 approval in the United States for the acute treatment of migraine. Pfizer also will acquire a portfolio of five pre-clinical CGRP assets.
Pfizer’s acquisition of Biohaven is subject to the completion of the New Biohaven spin-off transaction and other customary closing conditions, including receipt of regulatory approvals and approval by Biohaven’s shareholders. The companies expect the transaction to close by early 2023.The Ropes & Gray team was led by mergers and acquisitions partner Emily Oldshue, and included life sciences partner Amanda Austin and capital markets partner William Michener, tax partner David Saltzman, employment & benefits partner Renata Ferrari, life sciences regulatory & compliance partner Joshua Oyster, antitrust partners Ruchit Patel and Michael McFalls, mergers and acquisitions counsel Aileen Kim and mergers and acquisitions associate Debbie Wang, tax counsel Michael Mendelevich, health care counsel Leslie Thornton, and litigation & enforcement counsel Patrick Welsh.
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