Roche Holding AG (SWX:ROG) entered into a Stock Purchase Agreement to acquire Telavant Holdings, Inc. from Roivant Sciences Ltd. (NasdaqGS:ROIV) and Pfizer Inc. (NYSE:PFE) for $7.3 Billion on October 22, 2023. Telavant holds the rights to RVT-3101, an anti-TL1A antibody in development for ulcerative colitis (?UC?) and Crohn?s disease. Roivant Sciences owns 75% of the issued and outstanding shares of common stock and preferred stock of Telavant and Pfizer owns the remaining 25%, in each case on an as-converted basis. The total consideration to be paid by the Buyer is comprised of (i) $7.1 billion in cash at the closing of the Transaction, subject to certain customary adjustments as set forth in the Purchase Agreement, and (ii) a milestone payment of $150 million in cash payable upon the initiation of a Phase 3 trial in UC. Upon closing of the transaction, Roche will have full rights to further develop and manufacture RVT-3101 and commercialize it in the US and in Japan pending clinical and regulatory success. Citigroup Inc. (NYSE:C) acted as the exclusive financial advisor to Roche.

The closing of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions, including certain regulatory approvals, The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Purchase Agreement contains customary representations, warranties and covenants related to the Transaction. The Purchase Agreement also includes customary termination provisions and provides that, if the Transaction has not been consummated by July 23, 2024, the parties may terminate the Purchase Agreement and abandon the Transaction. The Transaction was approved by the boards of directors of both the Company and Telavant. The Transaction is expected to close in the fourth quarter of calendar year 2023 or the first quarter of calendar year 2024. Damien Zoubek, Jenny Hochenberg, Adam Golden, Jeff Jay, Lori Goodman, Joe Soltis, Paul Davison, Jamillia Ferris, Meghan Rissmiller and Jenny Leahy of Freshfields Bruckhaus Deringer LLP is acting as legal counsel for Roivant. Citi is acting as the exclusive financial advisor to Roche and Marc O. Williams, Ronan P. Harty, Matthew Yeowart, David R. Bauer, Michael Mollerus, Veronica M. Wissel, Daniel P. Herrmann of Davis Polk & Wardwell LLP is acting as legal counsel to Roche. Members of the Davis Polk team are based in the New York and London offices.

Roche Holding AG (SWX:ROG) completed the acquisition of Telavant Holdings, Inc. from Roivant Sciences Ltd. (NasdaqGS:ROIV) and Pfizer Inc. (NYSE:PFE) on December 14, 2023.