The Life Sciences and M&A teams advised Quince Therapeutics (Nasdaq: QNCX) in its agreement to acquire EryDel SpA in a stock-for-stock upfront exchange and potential downstream milestone cash payments. Upon completion of the stock-for-stock upfront exchange, EryDel stockholders will own a maximum of approximately 16.7%, or 7,250,352 shares, of the combined company (subject to downward adjustment). The transaction agreement includes up to $485 million in potential total downstream cash payments, including up to $5 million in development milestones, $25 million at NDA acceptance, $60 million in approval milestones, and $395 million in market and sales milestones, with no royalties paid to EryDel stockholders. The transaction will include the assumption of EryDel’s $13 million (€10 million in principal) European Investment Bank (EIB) loan with scheduled payments beginning in the second half of 2026. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is subject to certain regulatory approvals and other closing conditions and is expected to close in the third quarter of 2023. Under the terms of the acquisition transaction, EryDel will operate as a wholly owned subsidiary of Quince Therapeutics with plans to retain EryDel’s corporate and manufacturing presence in Italy.

Quince Therapeutics is a biotechnology company focused on acquiring, developing, and commercializing innovative therapeutics that transform the lives of patients suffering from debilitating and rare diseases.

EryDel SpA is a global late-stage biotech company aimed at developing and commercializing therapies for the treatment of rare diseases delivered by its proprietary red blood cell technology. Its most advanced product, EryDex, is under late-stage development for the treatment of Ataxia Telangiectasia (A-T), a rare autosomal recessive neurological disorder for which no established therapy is currently available.

The Goodwin team was led by Andrew GoodmanKingsley Taft, Sheran Sharafi, Daniel Hughes, Jonathan Elefant, Larissa Pinho and Katherine Jones (M&A), and included Catherine McCarty, Adam Bellack and Elizabath-Ann Weeks (IPTS), Daniel Karelitz and Nicole Brock (Tax), Steven Tjoe and Emily Tribulski (Regulatory and FDA), Arman Oruc and Simone Waterbury (Antitrust), Caroline Galiatsos and Jennifer Fay (Labor and Employment), Sarah Bock, Bradley Stewart, Grace Wirth, Andre Amorim and James Oh (Employee Benefits), Jacqueline Klosek (Data Privacy), Matthew Wetzel (Healthcare), Greg Larkin (Corporate) and Richard Matheny III and Gozde Guckaya (CFIUS).

For additional details on the agreement, please read the press release and coverage in The Pharma Letter.