Applied Therapeutics Announced Sales Agreement to Cycle Group

Ropes & Gray advised Applied Therapeutics (Nasdaq: APLT) in an agreement to be acquired by Cycle Group Holdings Limited. The transaction was announced on December 11 and is expected to close in the first quarter of 2026.

Under the agreement, Cycle will initiate a tender offer to purchase all outstanding shares of Applied’s common stock for 8.8 cents per share in cash at closing. Shareholders will also receive a non-transferable contingent value right (CVR), which offers potential additional payments based on several milestones.

The CVR allows for potential payment of up to 10 cents if the FDA approves a new drug application for any galactosemia indication within eight years of the closing. Another 10 cents per CVR could be paid upon FDA approval for a CMTV-SORD indication within a similar timeframe. In addition, up to 20 cents may be paid if global net sales of any related product by Cycle reach $200 million over any four-quarter period within ten years after closing. CVR holders are also entitled to share in any excess cash of Applied at closing if it exceeds $500,000 capped at $1.5 million.

The Ropes & Gray team was led by mergers & acquisitions partner Sarah Young, mergers & acquisitions counsel Tyler Silvey, mergers & acquisitions associate Alexandra Charron and employment, executive compensation and benefits associate Akansha Mishra and included employment, executive compensation and benefits partner Renata Ferrari, IP transactions partner Megan Baca, life sciences regulatory & compliance partner Joshua Oyster, health care partner David Peloquin, tax partner David Saltzman, litigation & enforcement partner Ama Adams, IP transactions counsel Jimmy Chen, private equity counsel Daniel Lee and benefits consulting group principal Christine Joyce.