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Freshfields advises Huadong on strategic partnership with Heidelberg Pharma
Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising Huadong Medicine Co Ltd (‘Huadong’), based in Hangzhou, China, on its strategic partnership with listed Heidelberg Pharma AG (‘Heidelberg Pharma’).
On 27 February 2022, Huadong, Heidelberg Pharma and its largest shareholder dievini Hopp BioTech holding GmbH & Co. KG (‘dievini’) entered into an investment agreement under which Huadong will participate in a rights issue by Heidelberg Pharma and acquire shares from existing shareholders, including dievini, totalling €105m. A stake of up to 26% in Heidelberg Pharma is to be acquired in a rights issue of up to €80m at an issue price of €6.44 per share. To achieve this percentage, dievini and its affiliates have agreed to transfer their subscription rights to Huadong.
In addition, Huadong will acquire all unsubscribed shares from the rights issue. In order to reach 35% of the total issued shares after the rights issue, Huadong will acquire the then remaining number of shares from dievini. The investment agreement is subject to certain closing conditions, including foreign trade clearance and Huadong's exemption from making a mandatory offer under the German Takeover Code.
Huadong is one of the leading pharmaceutical companies in China focusing on oncology and ADC research, development and commercialisation. The Company is registered on the Shenzhen Stock Exchange.
Heidelberg Pharma is a biopharmaceutical company listed on the Frankfurt Stock Exchange specialising in oncology and the first company to use and develop the active ingredient Amanitin for cancer therapies.
The Freshfields team is led by Partner Sabrina Kulenkamp (Corporate/M&A; Frankfurt) and also comprises Partner Rick van Aerssen (Frankfurt/Düsseldorf; Capital Markets), Principal Associate Timo Piller (Düsseldorf), Associate Velina Ziegler (Frankfurt, both Corporate/M&A), Principal Associates Daniel von Bülow (Frankfurt; Capital Markets) and Jacob Fontaine (Hamburg), Associates Karim Hildenbrand (both Corporate/M&A) and Philipp Simon (IP/IT; both Munich). Counsel Uwe Salaschek and Associate Lara Steinbach (both Berlin) are advising on foreign trade and merger control aspects of the share acquisition. Tax advice is provided by Partner Jan Brinkmann and Counsel Tanja Walter-Yadegardjam (both Frankfurt). Partner Alan Wang (Shanghai), Counsel Ya Ma and Associate Yaming Wu (both Beijing) advise on legal matters relating to China.
Note
Freshfields Bruckhaus Deringer is a global law firm. We have a long history of successfully assisting the world's leading industrial and financial companies, institutions and governments with their complex projects, transactions and challenges. Whether from our own 28 offices in the world's major business and financial centres or with leading local law firms, our more than 2,800 lawyers provide comprehensive business law advice and combine their expertise to deliver decisive legal and industry solutions for our clients.
