Davis Polk is advising AstraZeneca PLC in connection with its acquisition of Omthera Pharmaceuticals, Inc. The closing of the transaction, which is subject to the approval of Omthera’s shareholders as well as other customary closing conditions, is expected to occur in the third quarter of 2013. Under the terms of the merger agreement, AstraZeneca will acquire Omthera for up to approximately $443 million, comprised of an upfront payment of approximately $323 million and contractual “contingent value rights” entitling the holders to receive up to $120 million upon the achievement of specified milestones related to Epanova™, Omthera’s investigational product.
AstraZeneca is a global, innovation-driven biopharmaceutical business that focuses on the discovery, development and commercialization of prescription medicines, primarily for the treatment of cardiovascular, metabolic, respiratory, inflammation, autoimmune, oncology, infection and neuroscience diseases. Founded in 2008, Omthera is an emerging specialty pharmaceutical company that listed on Nasdaq in April 2013. Omthera is expected to file a new drug application in the U.S. in mid-2013 for Epanova™, a coated soft gelatin capsule containing a complex mixture of polyunsaturated free fatty acids derived from fish oils, for patients with triglyceride levels greater than or equal to 500mg/dL or for severe hypertriglyceridemia.
The Davis Polk corporate team includes partner Paul R. Kingsley and associates Brian Wolfe and Marcus K. Hintze. Partner Edmond T. FitzGerald and associate Andrew Blau are providing executive compensation advice. Partner Neil Barr and associate Kerry S. Price are providing tax advice. Partner Joel M. Cohen and counsel Stephen M. Pepper are providing antitrust and competition advice. Associate David R. Bauer is providing intellectual property advice. All members of the Davis Polk team are based in the New York office.
