28 July 2021 I Deals and Cases

Bär & Karrer Advises AC Immune on the Strategic Acquisition of Industry-leading Parkinson's Disease Vaccine Candidate and Equity Investment

AC Immune SA (NASDAQ: ACIU), a clinical-stage biopharmaceutical company pioneering precision medicine for neurodegenerative diseases, yesterday announced that it is acquiring Affiris SA's portfolio of therapeutics targeting alpha-synuclein (a-syn), notably Affiris PD01, a clinically-validated active vaccine candidate for the treatment of Parkinson’s disease, as well as cash. The all-stock asset acquisition is valued at USD 58.7 million.

Under the terms of the agreement, AC Immune is acquiring all of Affiris’ assets and underlying intellectual property related to active vaccine candidates targeting a-syn and USD 5 million in cash for 7.1 million shares based on a price of USD 8.26 per common share of AC Immune. This share price represents a 10.7% premium compared to the closing price of AC Immune shares as of 23 July 2021.

Concurrent with the asset acquisition, AC Immune’s cash position, as well as the Company’s investor base, is also being strengthened by a total of USD 30 million in gross proceeds stemming from the asset acquisition and a parallel private placement transaction with a select group of investors that are adding Athos Service GmbH, First Capital Partner GmbH and MIG Fonds, the lead investors in Covid-19 vaccine innovator BioNTech SE, as new AC Immune shareholders. Gross proceeds from the private placement transaction will be USD 25 million, based on the same financial terms as for the acquisition of the therapeutic anti-a-syn portfolio. MIG Fonds, another lead BioNTech and Affiris investor, is becoming a new AC Immune shareholder via its prior ownership of the anti-a-syn assets acquired. In total, AC Immune is issuing 10.1 million shares in conjunction with the asset acquisition and related financing, in exchange for the aforementioned anti-a-syn assets valued at USD 53.7 million and USD 30 million in cash.

The acquisition is subject to customary regulatory approval in Austria and expected to complete at the beginning of Q4 2021.

Bär & Karrer has acted as legal advisor to AC Immune. The team was led by Rolf Watter and Vera Naegeli (both M&A and Regulatory) and included Lukas Roesler and Rebecca Schori (both Capital Markets), Michael Rohrer (Corporate and Notary) and Linus Zweifel (M&A). Brandl Talos Rechtsanwälte GmbH, Vienna, acted as Austrian counsel for AC Immune, Davis Polk Wardwell LLC, New York, acted as U.S. deal counsel for AC Immune.