Freshfields Bruckhaus Deringer is advising AstraZeneca on its agreement to acquire a majority equity stake in Acerta Pharma, a privately-owned biopharmaceutical company based in the Netherlands and California. The transaction provides AstraZeneca with a potential best-in-class BTK inhibitor, acalabrutinib (ACP-196), currently in Phase III development for B-cell blood cancers and in Phase II clinical trials in multiple solid tumours.

Under the terms of the agreement, AstraZeneca will acquire 55% of the share capital of Acerta for an upfront payment of $2.5 billion. A further unconditional payment of $1.5 billion will be paid either on receipt of the first regulatory approval for acalabrutinib for any indication in the US, or the end of 2018, depending on which is first. The agreement also includes put and call options over the remaining 45% of shares in Acerta. The options can be exercised at various points in time at a price of approximately $3 billion net of certain costs and payments incurred by AstraZeneca and net of agreed future adjusting items. The total consideration is approximately $7billion if any of the options is exercised.

The AstraZeneca legal team was led by Sapna Dutta – Senior Counsel – and Martin Sunblad – Senior Legal Counsel supported by a Freshfields team from London, New York, Amsterdam, Washington and Hamburg.

The Freshfields team included:

M&A - Julian Long, Jennifer Bethlehem, Peter Lyons, Shawn der Kinderer and Thijs Flokstra. IP - Justin Watts. Employment – Howard Klein and Brechje Nollen. Tax – Claude Stansbury and Job van der Pol. Anti trust – Simon Priddis and Bruce McCulloch.