Herbert Smith Freehills advises RTW Biotech on the successful completion of the recommended all-share acquisition of the assets of Arix Bioscience plc

The transaction was effected through a scheme of reconstruction and the voluntary winding-up of Arix Bioscience under section 110 of the Insolvency Act 1986, which meant that it was not subject to the Takeover Code.

RTW Biotech is a UK premium listed life sciences investment and innovation firm. Headquartered in New York with offices in London and Shanghai, it invests across the full lifecycle of companies including company creation, early-stage venture capital, crossover, and public company investments. Arix Bioscience is a global venture capital company focused on investing in and building breakthrough biotech companies around cutting-edge advances in life sciences.

Pursuant to the transaction, RTW Biotech acquired the 25% stake of Acacia Research Corporation, a company which acquires public and private businesses with a primary focus across the mature technology, industrials, healthcare and business services industries, in Arix Bioscience for cash before proceeding to acquire the assets of Arix Bioscience in return for share consideration issued to the remaining Arix Bioscience shareholders.

The Herbert Smith Freehills team was led by partners Tim West, Mike Flockhart and Heidi Gallagher, supported by partners Aurell Taussig, Mark Ife, Kelesi Blundell and Nick Wright, senior associates Graham Crocker and Ben Tooms, and associates Katerina Jovanovska, Anna Le Poidevin and Warwick Carless. 

Partner Tim West commented: "We are delighted to have advised long-term client RTW Biotech throughout this journey, from the signing to the completion of the all-share acquisition of Arix Bioscience. The transaction illustrates our expertise advising on complex M&A deals in the life-sciences industry and our unrivalled ability to bring to bear top-tier listed investment company and public M&A practices."

Following the transaction, RTW Biotech announced that the unaudited, indicative and estimated pro forma net asset value attributable to ordinary shareholders of the Company (the Indicative and Estimated NAV) as at the closing of the Arix transaction on 12 February 2024 was US$644.2 million, equivalent to US$1.88 per ordinary share.