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30 March 20225 minute read

DLA Piper advises AOC as anchor shareholder of Formycon on acquisition of biosimilar assets

DLA Piper has advised Active Ownership Capital (AOC) in connection with Formycon AG's (Formycon) acquisition of the biosimilar candidates FYB201 and FYB202 from ATHOS Group (ATHOS). Through the acquisition, Formycon and ATHOS are merging their development activities in the area of biosimilars through a long-term strategic partnership. Under the terms of the transaction, Formycon, a leading developer of high-quality biopharmaceutical medicines, will acquire all the rights in FYB202, a biosimilar candidate for Stelara® (ustekinumab), as well as a 50% share in FYB201, a biosimilar candidate for Lucentis® (ranibizumab). Furthermore, the acquisition and integration of long-time partner Bioeq GmbH is enabling Formycon to expand its expertise in a number of areas that are important for the development, approval and commercialization of biosimilars.

The payment of the purchase prices to ATHOS for the assets being acquired in the value of approximately EUR650 million is to be partly financed by the issue of shares from a non-cash capital increase and by making full use of the existing authorized capital of Formycon. This issue of shares from a non-cash capital increase will solely include the participation of ATHOS via various subsidiaries. Furthermore, ATHOS is to receive an earn-out component in the future sales of Formycon generated with FYB201 and FYB202.

The transaction therefore creates key enablers for further expanding Formycon’s position as a company operating on the global stage in the growth market for biosimilars. Biosimilars are follow-on versions of biopharmaceuticals, for which exclusivity has expired. Global sales of biosimilars are estimated to exceed USD15 billion by 2020.

ATHOS will become the largest shareholder in Formycon with an indirect shareholding of around 26.6% in the share capital. In addition, the investor consortium made up of ATHOS and AOC will make available an on-demand line of credit amounting to up to EUR50 million. In this way, ATHOS and Active Ownership are strengthening the liquidity base of the Formycon Group to enable further short-term investments in the pipeline. The anchor shareholders and members of the Management Board and Supervisory Board have also entered into a customary lock-up agreement. The commitment of AOC as an anchor shareholder of Formycon has been characterized by great confidence in the management and the potential of the company since its entry in 2020. The transaction is subject to the usual conditions including specific regulatory approvals and is projected to be closed in the first half-year of 2022.

The DLA Piper team in Frankfurt was led by partner Andreas Füchsel (Private Equity/M&A) and also included partner Semin O (Antitrust), senior associate Tatiana Marzoli, associates Philipp Meyer (both Private Equity/M&A) and Caroline Huber (Antitrust).