Exelixis Inc / Taconic Biosciences Inc
Exclusive Financial Advisor to NASDAQ-listed Exelixis (EXEL) in completing the divestiture of their subsidiary CRO Artemis GmbH to Taconic (TAC).
Exclusively advised Exelixis in the divestiture of a 80.1% stake in their German subsidiary Artemis GmbH (ART) to Taconic Biosciences Inc (TAC) within 5 months: (€ 50m + Milestones and Earn-Outs).
- Stock purchase agreement including the transfer of a 80.1% equity stake in Artemis GmbH to Taconic, subject to certain post-closing adjustments
- Earn-out feature based on EBITDA metric in 2008 and 2009
- Put/Call Option Mechanism in favor of EXEL at a multiple of EBITDA
- If Taconic intends to sell its shares, EXEL will have a “drag along” right of first refusal at a minimum price of $ 5m
- Preferred technology access to some of Artemis’ IP and transgenic mice breeding assets
- EXEL will retain a seat on the Board of Artemis as well as a veto right in some key strategic Decisions
- To avoid the usual uncertainties associated with the time gap between signing and closing (and obligation to adhere to ordinary course of business, no MAC