The Public M&A team advised Concert Pharmaceuticals (NASDAQ: CNCE) in their definitive agreement with Sun Pharmaceutical (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715 (together with its subsidiaries and/or associated companies, “Sun Pharma”)) under which Sun Pharma will acquire all outstanding shares of Concert through a tender offer for an upfront payment of $8.00 per share of common stock in cash, or $576 million in equity value. Concert stockholders will also receive a non-tradeable contingent value right (CVR) entitling holders to receive up to an additional $3.50 per share of common stock in cash, payable upon deuruxolitinib achieving certain net sales milestones within specified periods, subject to the terms and conditions contained in a contingent value rights agreement detailing the terms of the CVRs. The transaction was approved by the Boards of Directors of both companies.

Under the terms of the merger agreement, Sun Pharma will promptly commence a tender offer to acquire all outstanding shares of Concert common stock. Concert stockholders will be offered an upfront payment of $8.00 per share of common stock in cash. Concert’s Board of Directors unanimously recommends that Concert stockholders tender their shares in the tender offer. The transaction is expected to be completed in the first quarter of 2023. The transaction is subject to the tender of a majority of the outstanding shares of Concert’s common stock, as well as the receipt of applicable regulatory approvals and other customary closing conditions. Following the successful closing of the tender offer, Sun Pharma will acquire all remaining shares of Concert that are not tendered into the tender offer and all shares of Concert’s preferred stock through a second-step merger at the same price of $8.00 per share of common stock, plus one non-tradeable CVR. The merger will be effected as soon as practicable after the closing of the tender offer.

The Goodwin team consisted of Andrew Goodman, Tevia Pollard, Sheran Sharafi, Alison Morris, Jinal Sharma, and Oscar Barron-Guerra with assistance from John Mutkoski, Lauren Visek, Alexandra Denniston, Brad Stewart, Christina Lewis, Brendan Lally-McGurl, Janet Andolina, Kyle W. Pine, Gregg Coughlin, Caroline Bullerjahn, Arman Oruc, Simone Waterbury, Elliot Silver, Katherine Kissinger, Susan Lee, Elizabeth Mulkey, Emily Rapalino, Daryl Wiesen, Brian Mukherjee, Jacqueline Klosek, Christopher Denn, Richard Matheny, Justin Pierce, Matthew Wetzel, Simone Otenaike and Andrew Hess.

For additional details on the merger, please read the press release.