The US pharmaceutical company Merck & Co relies on the Viennese vaccine developer Themis Bioscience. His international subsidiary Merck Sharp & Dohme (MSD) acquired all of the shares in the research company in one of the largest venture capital transactions in Austria to date. One goal of the purchase is to get a vaccine against the Sars-Cov-2 virus. To this end, Merck also concluded two further collaborations at the end of May. Competition law approvals are still pending.
The purchase price consists of fixed and future, variable elements and is therefore not clearly quantifiable. However, it should be well over 500 million euros. The sellers are a group of high-profile institutional investors, including Farallon, Wellington Partners and the Global Health Investment Fund, whose sponsors are the Bill & Melinda Gates Foundation. Aws Gründerfonds has also been involved in Themis since 2016. In August 2019, another Merck subsidiary already participated in Themis as part of a cooperation.
For Merck & Co, the purchase is part of the plan to develop vaccines and antiviral products against the coronavirus. To this end, the group also entered into partnerships with the research institution International AIDS Vaccine Initiative (IAVI) and Ridgeback Biotherapeutics, a Florida start-up that is working on an Ebola vaccine. In 2019, Merck spent a total of around $ 9.9 billion on pharmaceutical research (equivalent to € 8.9 billion) and had around 71,000 employees worldwide at the end of the year. Revenue was $ 46.8 billion, of which approximately 27 percent was in Europe, the Middle East, and Africa.
Themis Bioscience was founded in 2009 as a biotechnology company and is dedicated to research on vaccines against various infectious diseases. Clinical trials for vaccination against the Chikungunya virus are the most advanced. The basis of the development work is a carrier that comes from the Pasteur Institute in Paris and holds an exclusive license for the Themis.
Adviser to Merck Sharp & Dohme
Wolf Theiss (Vienna): Hartwig Kienast (lead; corporate / M & A), Dr. Kurt Retter (regulation), Dr. Georg Kresbach, Dr. Adolf Zemann (both IP / IT), Dr. Ralf Peschek (labor law), Dr. Karl Binder (real estate law), Jochen Anweiler (antitrust law); Associates: Paulina Pomorski (IP / IT), Michael Kienzl, Clemens Pretscher, Lukas Slameczka (all corporate / M & A), Dominik Engel (regulation), Lisa Babler (employment law), Michael Meindl (real estate law; the latter five lawyers)
Covington & Burling (Washington): Catherine Dargan, Michael Riella (both corporate / M & A)
Adviser to shareholder Themis Bioscience
Brandl & Talos (Vienna): Roman Rericha (lead); Associates: Markus Arzt, Matea Plavotic (all corporate / M & A), Stephan Strass (corporate / M & A, regulation; the latter both lawyers)
Wilson Sonsini Goodrich & Rosati: Robert Ishii (San Francisco), Miranda Biven (San Diego / Palo Alto; both U.S. law)
Consultant Themis Bioscience
Fall Kinsky (Vienna): Dr. Florian Steinhart (lead; corporate / venture capital), Dr. Sonja Hebenstreit (IP / Life Sciences); Associates: Felix Kernbichler, Magdalena Wagner (trainee lawyer; both corporate / venture capital)
McDermott Will & Emery (Paris): Emmanuelle Trombe, David Lipkin (both corporate / M & A)
Background: All parties involved in the transaction relied on a combination of experienced transaction and venture capital advisors from Austrian law firms and large international units. This resulted from the structure of the project with a local target and a purchase contract that was based on US agreements.
For Wolf Theiss, the buyer’s mandate stems from existing contacts with MSD and Covington & Burling. In addition to the M&A team around Kienast, the public lawyers around Retter were heavily involved. When MSD first joined Themis in summer 2019, Dr. Eva-Maria Ségur-Cabanac from Baker & McKenzie Diwok Hermann Petsche the US pharmaceutical giant.
Herbst Kinsky was mandated for the target company, which has been advising the company since its foundation in 2009 and along all development and financing steps. The fact that a McDermott team from Paris was involved for Themis goes back to the license agreement with the Pasteur Institute. It is essential for further development work and was therefore an important part in the negotiations.
The sellers remained loyal to the Brandl & Talos team around Rericha, who first advised Wellington on joining Themis in 2016. With further financing rounds, this clientele expanded to eight institutional investors. For US matters, they rely on lawyers around Ishii, the head of Wilson Sonsini’s corporate / M&A practice. (Raphael Arnold)