Cangene Corp. (TSX:CNJ) entered into an asset purchase agreement to acquire hemophilia compound IB1001 and related assets from Ipsen S.A. (ENXTPA:IPN) and Inspiration Biopharmaceuticals, Inc. for approximately $300 million on February 5, 2013. As part of the agreement, Cangene will also acquire rights to two products IB1007 and IB1008. Under the terms of agreement, the total aggregate consideration for these rights may exceed $300 million; including the upfront payment ... of $5.9 million, sales milestones totaling $50 million and annual net sales payments tiered up to a double-digit percentage of global net sales. Ipsen will receive approximately 60% of the upfront payments. Over and above these upfront amounts, Ipsen will receive 80% of all payments up to a present value of $304 million and 50% of all proceeds thereafter. The transaction is subject to certain closing conditions. William C. Hillman of the U.S. Bankruptcy Court approved the sale on February 6, 2013. As on February 7, 2013, Inspiration Biopharmaceuticals, Inc. concluded the sale. As of February 14, 2013, the deal was approved by bankruptcy court. Evercore Group L.L.C. acted as common financial advisor to Inspiration and Ipsen. Lazard Frères & Co. LLC and Banque Hottinguer & Cie served as financial advisors to Ipsen. Harold B. Murphy of Murphy & King, P.C. acted as legal advisors for Inspiration. Oppenheimer & Co. acted as financial advisor to Cangene while Diane M. Frenier of Reed Smith acted as legal advisor to Cangene on the transaction. Christopher D. Comeau, Mike McFalls, Eric Elfman, Bill Jewett, David McIntosh, Paul Kinsella, Steve Hoort, Avi Reshtick, Deidre Johnson, James Wright, Monica Singh, Simone Waterbury, Shannon Roberts, Vanessa Pompei-Britt, Michael Laufert, Adam Dobson and Brian Tessler of Ropes & Gray acted as legal advisors for Inspiration. Stephen M. Kotran of Sullivan & Cromwell LLP; J. Eric Ivester of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Inspiration and Ipsen. FTI Consulting, Inc. acted as chief restructuring officer for Inspiration. Jeffrey D. Sternklar of Duane Morris LLP acted as legal counsel to creditors.
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Baxter International Inc. (NYSE:BAX) entered into an asset purchase agreement to acquire hemophilia compound OBI-1 and related assets from Ipsen S.A. (ENXTPA:IPN) and Inspiration Biopharmaceuticals, Inc. for $700 million on January 23, 2013. Baxter International will pay $50 million upfront and remaining up to $135 million in potential additional development and commercial milestones as well as tiered net sales payments ranging from 12.5% to 17.5% of OBI-1 annual net ... sales. As Inspiration’s only senior secured creditor and as the owner of non-Inspiration assets that will be included in the sale of both OBI-1 and IB1001, Ipsen will receive approximately 60% of the upfront payments. Over and above these upfront amounts, Ipsen will receive 80% of all payments up to a present value of $304 million and 50% of all proceeds thereafter. The transaction is subject to certain closing conditions, including Bankruptcy Court and regulatory approvals. As on January 24, 2013, U.S. Bankruptcy Court for the District of Massachusetts approved the deal. Evercore Partners Inc. (NYSE:EVR) acted as financial advisor for Inspiration Biopharmaceuticals, Inc. and Ipsen S.A. Michael Sennett of Jones Day acted as a legal advisor to Baxter International Inc. Chris Comeau, Eric Elfman, Mike McFalls, Bill Jewett, David McIntosh, Paul Kinsella, Steve Hoort, Avi Reshtick, Deidre Johnson, James Wright and Monica Singh of Ropes & Gray LLP acted as the legal advisors to Inspiration Biopharmaceuticals, Inc. Lazard Frères Banque SA and Banque Jean-Philippe Hottinguer & Cie acted as financial advisors to Ipsen.
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