Skadden advised nutraceutical and pharmaceutical company Otsuka Holdings Co. Ltd., (Otsuka), on the definitive merger agreement between its subsidiary Otsuka Pharmaceutical Co. Ltd. (Otsuka Pharmaceutical) and Jnana Therapeutics Inc. (Jnana) for up to US$1.12 billion.
The acquisition will make Jnana a wholly owned subsidiary of Otsuka through Otsuka’s 100-percent owned indirect subsidiary, Otsuka America, Inc. (OAI).
Based on the terms of the agreement, Otsuka will pay US$800 million to the shareholders of Jnana upon completion of the acquisition, which is expected to close in the third quarter of 2024, as well as up to an additional US$325 million upon the achievement of certain development and regulatory milestones.
The team was led by partners Mitsuhiro Kamiya (Tokyo) and Mike Mies (Palo Alto) and included Asia-Pacific counsel Louis Artime (Tokyo), corporate; partner Ken Kumayama (Palo Alto), intellectual property and technology; partner Joe Yaffe (Palo Alto) and counsel Kristin Davis (Palo Alto), executive compensation and benefits; partner David Schwartz (New York) and counsel Carolina Hannah Fraley (Palo Alto), labor and employment; counsel Liz Malone (Washington, D.C.), environmental; partner Nate Giesselman (Palo Alto), tax; partner Michael Leiter (Washington, D.C.), partner Brian Egan (Washington, D.C.), and counsel Khalil Maalouf (Washington, D.C.) national security; partner Avia Dunn (Washington, D.C.) and counsel Nicole Grimm (Washington, D.C.), healthcare regulatory; partner Nesa Amamoo (New York), real estate; and partner Peter Luneau (New York), insurance.
