Taylor Wessing advises Formycon on acquisition of biosimilar assets in strategic partnership with ATHOS

Formycon AG ("Formycon") and ATHOS KG ("ATHOS") are merging their development activities in the field of so-called biosimilars, the follow-up products of biological medicines (biologics), in a long-term strategic partnership. The centrepiece of this agreement is Formycon's participation in the rights of two biosimilars. The company was advised by the Frankfurt-based Taylor Wessing partners Dr Lars-Gerrit Lüßmann and Michael Sinhart. The volume of the legally complex transaction (aggregate counter-performance) adds up to approximately 650 million euros. 

As part of the transaction, Formycon takes over the full rights to FYB202, a biosimilar candidate for Stelara® (Ustekinumab), as well as a 50 percent stake in FYB201, a biosimilar candidate for Lucentis® (Ranibizumab). In addition, with the acquisition and integration of its long-standing partner Bioeq GmbH, Formycon is expanding its expertise in several areas that are significant for the development, approval and commercialisation of biosimilars. The rights to FYB201 are held by Bioeq AG, a 50/50 joint venture with Polpharma Biologics Group B.V. Formycon merges into the existing joint venture as part of the transaction.

Payment of the purchase prices is to be made by issuing shares in a capital increase against non-cash capital, making full use of Formycon's existing authorised capital. The shares of Formycon are included for trading in the SME growth market Scale of the Frankfurt Stock Exchange. Furthermore, ATHOS is to receive a revenue share in the future cash flows generated by FYB201 and FYB202. 

ATHOS will become Formycon's largest shareholder with a stake of around 26.6 percent. In addition, an investor consortium comprising ATHOS and Active Ownership Capital (AOC) is providing a callable loan facility of up to €50 million to strengthen Formycon's liquidity base and enable further investment in the development pipeline. The anchor shareholders and members of the Management Board and Supervisory Board have also entered into a customary lock-up agreement. 

Formycon is valued at approximately €1.2 billion in the transaction. The acquisition is subject to customary conditions, including certain regulatory approvals, and is expected to be closed in the first half of 2022.

About Formycon AG

For more information about Formycon, please visit: http://www.formycon.com/unternehmen/ueber-uns

Legal advisors Formycon AG
Taylor Wessing Germany: Dr Lars-Gerrit Lüßmann, Michael Sinhart (both partners, both lead), Ulrich Reers (partner), Dr Sebastian Beyer (salary partner), Tobias Kraut, Felipe Villena, Elena Quach (associates) (all corporate/M&A, all Frankfurt am Main), Clemens Niedner (partner, finance), Stephan Manuel Nagel (partner, antitrust), Louisa Nowalder (associate, antitrust, both Düsseldorf), Niklas Melzer (associate, antitrust, Hamburg), Dr Michael Johannes Pils (Partner, Labour Law, Düsseldorf), Marcus Hartmann (Partner), Henrik Lerchl (Associate) (both Trademark Law, both Frankfurt am Main), Dr Andrea Sautter, Dr Angela Knierim (both Salary Partner, Medical Law, Munich).

Switzerland
GHM Partners AG, Zug: Oliver Habke, Eliane Horat
Rappold Köhli Rechtsanwälte AG, Zurich: Oliver Rappold, Gabriel Meier

Advisors ATHOS
honert Rechtsanwälte, Munich: Sven Fritsche
Norton Rose Fulbright, Frankfurt am Main: Dr Frank Regelin 

Advisors AOC
DLA Piper, Frankfurt am Main: Andreas Füchsel