PTC Therapeutics, Inc. (NasdaqGS:PTCT) entered into an agreement to acquire Censa Pharmaceuticals Inc. for approximately $540 million from Arkin Bio Venture Partners Ltd. on May 5, 2020. Under the terms of the merger agreement, PTC will pay an upfront consideration of approximately $10 million in cash and up to 0.85 million shares of PTC common stock. In addition to the upfront payments, potential future consideration includes $217.5 million in development and regulatory milestones for the two most advanced programs and receipt of a priority review voucher, including $30 million to be paid in either cash or PTC common stock at our option for completing the enrollment of a Phase 3 clinical trial for CNSA-001 for PKU, $109 million in development and regulatory milestones for each additional indication of CNSA-001, net sales milestones up to an aggregate amount of $160 million and a contingent value payment of a percentage of annual net sales ranging from single to low double digits. Upon completion, Censa will become a wholly owned subsidiary of PTC. PTC is not obligated to give full time employment to any Censa personnel or acquire any additional facilities in connection with the closing. The transaction is subject to Censa’s shareholder approval, dissenters rights limited, execution of non-competition agreements, execution of escrow agreement and receipt of certain third party consents. The transaction has been approved by the Board of Directors of both companies. The transaction is expected to close no earlier than May 28, 2020. William T. Whelan and Marc D. Mantell of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo acted as legal advisors to Censa. Richard B. Aldridge and David Glazer of Morgan, Lewis & Bockius LLP acted as legal advisors to PTC. William Blair & Company, L.L.C. acted as financial advisor to Censa Pharmaceuticals, Inc. PTC Therapeutics, Inc. (NasdaqGS:PTCT) completed the acquisition of Censa Pharmaceuticals Inc. from Arkin Bio Venture Partners Ltd. on May 6, 2020. Consideration paid includes cash payment of $15 million, which consisted of an upfront payment of $10.4 million and an additional $4.6 million for the net assets on Censa's opening balance sheet as of the date of the acquisition, and (ii) 0.845 million shares of the PTC's common stock and potential future consideration. The opening balance sheet net assets of $4.6 million, which consisted of cash of $3.8 million and other current assets of $0.8 million, were determined to be non-qualifying assets and recorded at their fair values, respectively.