Ropes & Gray has advised US headquartered biotech company Jounce Therapeutics, Inc. on its business combination, via a proposed all share merger, with UK-headquartered biotech company Redx Pharma plc.
Jounce is a clinical-stage immunotherapy company, dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumors and provide long-lasting benefits to patients through a biomarker approach. Redx Pharma is a clinical-stage biotechnology company focused on the discovery and development of novel, small molecule, targeted therapeutics for the treatment of cancer and fibrotic diseases and the emerging area of cancer-associated fibrosis. The combined group, to be called Redx Inc. and headquartered at Alderley Park in the UK, will create a transatlantic organisation with proven expertise in both small molecule drugs and biologics, and a clinical pipeline with multiple value inflection points in the near and medium term.
The business combination is expected to be implemented by way of a Scheme of Arrangement, immediately preceded by a merger transaction between RM Special Holdings 3, LLC, an entity controlled by Redmile, and Jounce and its affiliates. In connection with the business combination, a non-transferrable Contingent Value Right is expected to be distributed to Jounce Shareholders that held Jounce Shares (and the holders of Jounce Share Awards) prior to completion of the business combination.
The deal, which involves a reverse stock split of Jounce Shares, is expected to complete during the second quarter of 2023, subject to satisfaction or waiver of certain conditions including approval of the Scheme by Redx Shareholders, Jounce Shareholder approvals, and any customary regulatory approvals.
The Ropes & Gray team was led by M&A partners Christopher Comeau, Elizabeth Todd and Emily Oldshue and counsel David Dowling, with associates Kelly Finn, David Marino, Maddie Cubbon and Zack Price. Other members of the team included partners Lincoln Tsang (life sciences regulatory), Alex Robb (finance), Chris Agnoli and Leo Arnaboldi (tax), Renata Ferrari (employee benefits), Ruchit Patel (antitrust), Rohan Massey (data, privacy & cybersecurity) and Mike McFalls; counsel Deidre Johnson and Joseph Rafferty (litigation); associates Vincenzo Volpe (antitrust), Edward Machin and Chris Foo (data, privacy & cybersecurity), Hannah Kerr-Peterson (life sciences regulatory), Adjoa Kwarteng (finance), David Broome, Rosie Bell (private equity real estate), Hardy Zhou (tax), Anna Plavin and Jack Culhane (employee benefits); and trainees Macario Chung and Matthew Rice.