Goodwin Guides Memo Therapeutics AG on Acquisition by Ipsen for Over €700 Million

The Life Sciences and M&A teams advised Memo Therapeutics AG (MTx) on entering into a definitive share purchase agreement with Ipsen under which Ipsen has agreed to acquire all issued and outstanding shares of Memo Therapeutics AG. The anticipated acquisition is focused on potravitug, which is a Phase II clinical-stage antibody against the BK polyomavirus (BKPyV).

Under the terms of the agreement, shareholders of Memo Therapeutics AG will receive a €200 million payment on a cash-free and debt-free basis at closing of the transaction, and deferred payments contingent upon the achievement of specified development, regulatory approval, and sales-based milestones, for a total potential consideration in excess of €700 million. As a condition precedent to closing the transaction, Memo Therapeutics AG’s assets and employees not related to potravitug will be transferred to a newly incorporated company, Memorises Bio, retained by Memo Therapeutics AG’s shareholders.

Memo Therapeutics AG is a late-stage biotech company translating unique human immune responses into superior medicines through the development of best-in-class antibodies to treat viral infections and cancer. The company’s lead program, potravitug, targeting BKPyV infection in kidney transplant recipients, has the potential to become a first-in-class BKPyV disease-modifying therapy. Underpinning MTx’s core assets is its proprietary DROPZYLLA® technology, an antibody repertoire copying engine with high-throughput screening capabilities. By retrieving and expressing antibody genes from millions of B cells at single-cell resolution and preserving cognate heavy- and light-chain pairing, DROPZYLLA® also perfectly enables the development and manufacture of recombinant polyclonal IgG.

The Goodwin team was led by Graham Defries, Andrew Harrow, Mike Grainger, Danielle Swinnerton, Morag Peberdy, Sarah Jordan, Vicky Ling, Simone Waterbury, and Gozde Guckaya.

For more information on the deal, please read the press release.