Greenberg, Goodwin shepherd Ono Pharma’s $2.4bn Deciphera acquisition

Greenberg counsels Ono in deal to expand Japanese group’s oncology portfolio and US presence

Greenberg Traurig and Goodwin Procter have been called in to advise Japanese group Ono Pharmaceutical on its $2.4bn acquisition of US cancer drugmaker Deciphera.  

The deal will expand Ono’s oncology portfolio and presence across the United States and Europe. Ono will buy all outstanding shares of Deciphera common stock for $25.60 per share in cash, a 75% premium to the Boston-based company’s closing price last Friday.

A Greenberg team led by Washington DC-based life sciences shareholder Chia-Feng Lu and New York M&A shareholder Mike Helsel guided Ono on the matter.  

Meantime Goodwin is acting for Deciphera, having also advised the drugmaker on a follow-on public offering of shares in 2019 that raised $400m. This time round the team was led by firm vice-chair and global head of M&A Stuart Cable and partners Richard Hoffman (life sciences), Lisa Haddad (M&A/corporate governance) and James Ding (M&A).  

The acquisition would hand Ono Deciphera’s drug Qinlock, which received FDA approval in 2020 and is used to treat a type of gastrointestinal cancer, as well as a slate of experimental cancer drugs. The company plans to seek FDA approval for the most advanced of these – vimseltinib – as a treatment for a group of rare tumours that affect tissues around the joints.

The deal has been unanimously approved by the boards of both companies and is expected to close in Q3 2024, at which point Deciphera would become a wholly-owned subsidiary of Ono.

JP Morgan Securities is serving as exclusive financial advisor to Deciphera on the matter, while BofA Securities is acting as financial advisor to Ono.  

News of the acquisition comes amid a surge in global M&A after dealmaking slumped to a 10-year low in 2023. Global M&A volumes jumped 38% in the first quarter compared to the same period last year to nearly $800bn, according to LSEG, though deals are taking longer to complete amid increased regulatory scrutiny.

Goodwin placed ninth in the global M&A legal advisor rankings by deal value in the opening three months of the year, working on deals worth $60.3bn. The firm had placed 19th in the rankings for 2023 after working on $124.1bn of deals. Greenberg was not among the top 25 firms included in the rankings.  

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