Apr 2024
Conyers advised NYSE listed biopharmaceutical company Nuvation Bio Inc. (Nuvation) on its successful acquisition of Cayman Islands exempted company AnHeart Therapeutics Ltd. (AnHeart), which operates a global biopharmaceutical business developing clinical-stage, novel precision oncology therapies.
The transaction, which completed on 9 April 2024, was structured as an all-stock merger whereby Nuvation issued to the existing AnHeart securityholders, in exchange for all outstanding AnHeart shares, options, and other securities, approximately 43,590,188 shares of Nuvation’s Class A common stock, 851,202 shares of Nuvation’s Series A Non-Voting Convertible Preferred Stock (automatically convertible into 85,120,200 shares of Nuvation’s Class A common stock upon the approval of Nuvation’s stockholders) and warrants collectively exercisable for approximately 2,893,731 shares of Nuvation’s Class A common stock at an exercise price of $11.50 each per share.
The merged entity is now a direct wholly-owned subsidiary of Nuvation, with Nuvation 33% owned by former AnHeart securityholders and 67% owned by Nuvation’s pre-acquisition stockholders (on a fully diluted basis).
Conyers Partners Matthew Stocker and Alex Davies, Counsel Matthew Harkness and Associate Caroline Dekker advised Nuvation alongside Cooley LLP as lead legal counsel, Morrison & Foerster LLP as intellectual property counsel and Haiwen & Partners as Chinese legal counsel.