GÖRG Partnerschaft von Rechtsanwälten mbB, under the lead of Munich partner Dr. Bernt Paudtke, advised Heidelberg Pharma AG ("Heidelberg Pharma") on its strategic partnership with Huadong Medicine Co. Ltd. ("Huadong") based in Hangzhou, China.
Heidelberg Pharma, its largest shareholder dievini Hopp BioTech holding GmbH & Co. KG ("dievini") and Huadong entered into an investment agreement on 27 February 2022. Under the investment agreement, Huadong is to participate in a rights issue by Heidelberg Pharma as well as acquire additional shares from existing shareholders, including dievini. dievini and its affiliates have agreed to transfer their subscription rights to Huadong in the rights issue. In addition, Huadong will acquire all unsubscribed shares in the rights issue. Heidelberg Pharma will prepare and publish a prospectus for the rights issue. The new shares are to be issued at a subscription price of EUR 6.44. The proceeds for Heidelberg Pharma will be used for the rights issue. The
proceeds of the rights issue for Heidelberg Pharma are approximately EUR 80 million. After the rights issue, Huadong will hold approximately 26% of the shares in Heidelberg Pharma. In order to reach 35% of the total issued shares, Huadong will acquire the then remaining number of shares from dievini. The investment agreement is subject to certain closing conditions, including clearance under foreign trade laws and Huadong's exemption from making a mandatory offer upon application to the German Federal Financial Supervisory Authority (BaFin). The total investment by Huadong in relation to the acquisition of shares in Heidelberg Pharma amounts to EUR 105 million.
GÖRG is advising Heidelberg Pharma comprehensively on capital markets law, securities prospectus law, corporate law and foreign trade law with regard to the strategic partnership.
In addition to the equity investment, Heidelberg Pharma grants Huadong an exclusive licence for the development and commercialisation of HDP-101 and HDP-103 in Asia (excluding Japan, India, Pakistan, Sri Lanka) as well as additional exclusive options on two further portfolio candidates, with a total value of up to USD 930 million (EUR 825 million).
Advisors Heidelberg Pharma
GÖRG Partnerschaft von Rechtsanwälten mbB
Dr. Bernt Paudtke (Lead, Partner, M&A/Corporate Law, Munich)
Dr. Christian Bürger (Partner, Antitrust/Foreign Trade Law, Cologne)
Dr. Lutz Pospiech (Counsel, M&A/Corporate Law, Munich)
Tobias Reichenberger (Associated Partner, M&A/Corporate Law, Munich)
Moritz von Limburg, LL.B., LL.M. (UCT) (Associate, M&A/Corporate Law, Munich)
Metehan Uzunçakmak, LL.M. (Associate, Antitrust/Foreign Trade Law, Cologne)
Legal Department Heidelberg Pharma AG
Mikaela Dimitropoulos (Director Legal)
Advisors dievini
RITTERSHAUS Rechtsanwälte Steuerberater PartmbB
Dr. Christina Eschenfelder (Partner, M&A/Corporate, Mannheim)
Advisors Huadong
Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB
Dr Sabrina Kulenkamp (Partner, Corporate/ M&A, Frankfurt)
About Heidelberg Pharma AG
Heidelberg Pharma AG is a biopharmaceutical company based in Ladenburg, Germany. It is an oncology specialist and the first company to develop the toxin Amanitin into cancer therapies. The proprietary technology platform is being applied to develop the Company’s proprietary therapeutic ATACs as well as in third-party collaborations. Proprietary lead candidate HDP-101 is a BCMA ATAC in clinical development for multiple myeloma. HDP102, a CD37 ATAC for non-Hodgkin's lymphoma and HDP-103, a PSMA ATAC for metastatic castration-resistant prostate cancer, are in preclinical testing.
About Huadong
Huadong is one of the leading pharmaceutical companies in China with a focus on oncology and ADC research, development and marketing. The company is registered on the Shenzhen Stock Exchange.
