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Covington's London Public Company Practice Closes a Strong Year of Life Sciences Transactions

January 25, 2021

LONDONCovington’s London corporate team has advised AIM- and Main Market-listed clients on multiple fundraisings and acquisitions over the past few months, marking a strong year in life sciences transactions. These include:

Advising Sensyne Health plc, a UK clinical AI company listed on the London AIM market, on its £27.5 million equity fundraising

The fundraise consisted of a placing with institutional investors, a subscription by directors and senior management, and an open offer to the company's existing shareholders.

Covington also advised Sensyne Health on its exclusive strategic collaboration with, and a $10 million equity investment in, Phesi, Inc, a U.S.-based specialist clinical trials data company. Through the collaboration, Sensyne Health and Phesi will offer pharmaceutical companies services using a combination of real world data and clinical data. The transactions closed on 5 January.

Covington has handled a range of transactions and regulatory matters for Sensyne Health, including in connection with its IPO on London’s AIM market in 2018 and negotiating various strategic agreements with UK National Health Service Trusts.

Working together with Sensyne Health’s in-house legal team, the UK-U.S. Covington team included Simon Amies, Michelle Davies, and Azumah Cofie (London corporate); Scott Naturman, Alison Sikes, and Travis Gunn (New York corporate); Matthew Gehl (New York capital markets); Daniel Pavin, T'Shae Sherman, and Jian Zhang (London and New York technology transactions); Christina Kuhn (regulatory); and Jonathan Wakely (CFIUS).

Advising AIM-quoted Destiny Pharma on the successful fundraising which raised approximately £10.3 million

Destiny Pharma will use the net proceeds of the fundraising to acquire the global rights to NTCD-M3, a Phase III ready asset for the prevention of C. difficile infection recurrence. The funds will also enable the completion of Phase III clinical trial preparations (primarily chemistry, manufacturing and controls) and clinical planning as well as providing additional working capital. The transaction closed on November 30, 2020.

The Covington team included James Gubbins and Michelle Davies (corporate); Morag Peberdy (licensing); Guy Dingley and David Walder (tax).

Advising AIM-listed cell and gene therapy company ReNeuron Group plc on a follow-on financing raising £17.5 million structured as a placing and open offer

The net proceeds of the fundraising will allow ReNeuron to deliver extended clinical data for its ongoing retinitis pigmentosa (RP) Phase 2a study and to deliver proof of concept pre-clinical data from its ongoing exosome collaborations which could enable potential out-licensing transactions.  The transaction closed on 15 December 2020.

The Covington team included Paul Claydon, Trudy Dargeviciute, Victoria Gilbert, Azumah Cofie (corporate and UK securities); Guy Dingley (UK tax advice); Brian Rosenzweig, Matt Gehl, and Alicia Zhang (US securities law advice).

Advising AIM-listed company, Redx Pharma plc, on a follow-on financing raising £25.6 million structured as a Placing and Open Offer

Redx is a clinical stage biotechnology business focused on creating and developing first, or potentially best, in class drugs in specific areas of cancer and fibrosis that address significant unmet medical need.  Redx's lead product, RXC004, is currently in a phase 1 clinical study.  The net proceeds of the fundraising will allow Redx, inter alia, to continue to invest in and progress its drug pipeline. The transaction closed on 22 December 2020.

The Covington team included Paul Claydon, Trudy Dargeviciute, Simon Amies, Michelle Davies, and Azumah Cofie (corporate/UK securities); Alex Clarke (debt); Guy Dingley and David Walder (tax); Morag Peberdy (intellectual property), Geraldine Pigot (real estate) and Antonio Michaelides (employment).

Representing AIM-listed Redx Pharma plc on its £30 million Takeover by Redmile Group

The recommended takeover by way of tender offer was made in accordance with the UK Takeover Code by RM Special Holdings 3, a special purpose acquisition vehicle wholly-owned by funds managed or advised by Redmile Group. The transaction closed on 1 May 2020.

Redx is an R&D stage drug discovery company developing products to treat cancer and fibrosis. Covington has previously advised Redx on convertible debt and equity financings as well as an asset sale and related collaboration agreement with Jazz Pharmaceuticals.

The Covington team included Paul Claydon, Trudy Dargeviciute, Alex Clarke, and Denitsa Marinova; tax advice was provided by Guy Dingley.

Advising AIM-listed Redx Pharma plc on a $30 million fundraising

The fundraising consisted of an issue of $29 million convertible loan notes to funds managed or advised by Redmile Group and Sofinnova Partners (via its investment fund, Sofinnova Crossover I SLP). In addition, Sofinnova subscribed $1 million for new ordinary shares in Redx Pharma plc. The transaction closed on 21 July 2020.

Redx Pharma plc is focused on creating and developing first, and potentially best in class, drugs in specific areas of cancer and fibrosis addressing significant unmet medical need.

The Covington team comprised Paul Claydon and Trudy Dargeviciute on corporate and ECM matters, Alex Clarke and Denitsa Marinova on debt matters and tax advice was provided by Guy Dingley.

Advising London Main Market listed life sciences company, Oxford Biomedica plc, on a follow-on financing raising £40 million structured as a placing

Oxford Biomedica is a leading, fully integrated, gene and cell therapy company focused on developing life changing treatments for serious diseases.  The proceeds of the fundraising will be used by Oxford Biomedica plc, inter alia, to expand its GMP facilities in Oxford, UK, to expand and refurbish its laboratory facilities and to address growth opportunities. The transaction closed in June 2020.

The Covington team included Paul Claydon and Trudy Dargeviciute (UK Corporate / ECM), Brandon Thompson (US securities) and Guy Dingley (Tax).

Advising AIM-listed Horizon Discovery Group on Follow-on Equity Financing and £300 million Acquisition by PerkinElmer, Inc.

Covington represented Horizon Discovery Group on a follow-on financing by way of an accelerated bookbuild. In addition, Covington advised the company on its £300 million acquisition by PerkinElmer, Inc. pursuant to an all cash recommended takeover offer implemented by way of a scheme of arrangement. The transactions closed on 22 April 2020 and 23 December 2020 respectively.

Covington has previously advised Horizon on its IPO on AIM (2014), previous follow-on financings, and its transformational acquisition of GE Dharmacon, from GE Healthcare and related £80 million equity financing (2017).

Horizon is a leading cell engineering company which uses innovative gene-editing and gene-modulation technologies to provide its customers with the products and services they need to gain a better understanding of disease and for use in research, drug discovery, molecular diagnostics and bio-manufacturing.

The Covington team advising on the fundraise included Paul Claydon, Simon Amies, and Trudy Dargeviciute (UK Corporate / ECM), Brian Rosenzweig, Matthew Gehl, Alicia Zhang, and Erica Wu (US Securities), Guy Dingley (Tax), and Morag Peberdy (IP).

The Covington team advising on the takeover by PerkinElmer included Paul Claydon, Trudy Dargeviciute, Simon Amies, and Erica Wu (Corporate/M&A); Guy Dingley and David Walder (UK tax and employee incentives); Jenna Wallace (US employee incentives); and James Dean, Kristin Shaffer, James Marshall, Peter Camesasca, Andrea Zulli, Horst Henschen, Kat Kingsbury, Konstantina Sideri, Daniel Muheme, and Summreen Mahween (antitrust).

Representing Nasdaq-listed Oxford Immunotec in its $591M Acquisition by PerkinElmer

Under the terms of the acquisition, Oxford Immunotec shareholders will be entitled to receive $22.00 in cash for each outstanding ordinary share. The terms of the acquisition value Oxford Immunotec’s entire issued and to be issued ordinary share capital at approximately $591 million.

Oxford Immunotec is a global, high-growth diagnostics company. Headquartered in Abingdon, UK, Oxford Immunotec is recognized for its proprietary test kits for latent tuberculosis.

The cross-office team was led by James Gubbins and Jack Bodner, and included Gustavo Akkerman, Ben Land-Maycock, Katy Knight, Alicia Zhang, and Hannah Berry (M&A), Guy Dingley and Ansgar Simon (Tax), Jenny Park O'Shanick (Securities), Jenna Wallace and Antonio Michaelides (Employee Benefits), Morag Peberdy (IP), Scott Danzis (FDA Regulatory), Stefanie Doebler (Healthcare), Joshua Gray and Daniel Pavin (IT), Libbie Canter (Privacy), and Miranda Cole and Kristin Shaffer (Antitrust).

Covington offers one of the largest and most comprehensive life sciences industry-focused practices in the world. Our clients, spanning all industry sectors and ranging from startup ventures to multinational corporations and trade associations, trust us with their most challenging business problems.

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