IICJ Paper Anatomy of a Deal: Good Things Come in Small (and Very Complicated) Packages Andrew Mayer, Vice President, Legal, Acorda Therapeutics Inc., USA
Jane Wasman, President, International & General Counsel, Acorda Therapeutics, USA

Acorda is a biopharmaceutical company focused on developing therapies that restore function and improve the lives of people with neurological disorders. Acorda recently completed the acquisition of Biotie Therapies, a Finnish company with several drug development programs, including tozadenant, a Parkinson’s disease therapeutic in late stage development that fully aligns with Acorda’s neurology focus. The deal was the first-ever acquisition of a dual-listed Helsinki Stock Exchange/NASDAQ company. This was thus new territory for Acorda’s experienced in-house and external legal, business development, finance, and accounting teams, as well as other outside advisors. While this novelty initially seemed like it would be no more than an interesting footnote to the deal, it turned out to be one of the key drivers both for deal structure and for a number of business terms. Prior to the acquisition, Biotie was a small R&D-stage company without any marketed products. We agreed to purchase Biotie for almost $400 million in cash. While there is no such thing as a routine M&A deal, this all-cash acquisition might have initially appeared to be a typical M&A transaction. Step by step, however, complexity mounted as we looked closer at the company and had to navigate through transaction specifics. Factors unique to Biotie and its Finnish heritage would figure prominently, including the dual Finnish/U.S. listing, the presence of employees in both Finland and the U.S., and a corporate structure that includes subsidiaries formed in Finland, the U.S. and other countries. Deal structure and timing deviated from typical U.S. deals, and were driven largely by Finnish corporate law, the intertwining of Finnish and U.S. securities laws, and other cross-border complexities. A myriad of other cross-border legal, finance and tax considerations challenged us throughout the deal, and even today have an ongoing impact as we work through the post-closing integration process. Our experience with this unusual deal has demonstrated, yet again, that complexity is often driven by considerations unrelated to deal size.
Author
Andrew Mayer
Andrew Mayer
Andy Mayer is Vice President, Legal at Acorda Therapeutics. In this role, Mr. Mayer has wide ranging responsibilities, including strategic transactions, SEC reporting, corporate governance, commercial contracts, and real estate, among others. Prior to joining Acorda in 2010, Mr. Mayer was a corporate attorney for more than nine years at Applied Biosystems, a leading manufacturer of genetic analysis systems. From 1990 to 2000, he was a corporate attorney at Paul Hastings, a leading global law firm. Mr. Mayer obtained his Bachelor of Science degree from Duke University and his Juris Doctor degree from Georgetown University.
Author
Jane Wasman
Jane Wasman
Jane Wasman is President, International and General Counsel of Acorda Therapeutics since 2012, responsible for its internationalization strategy and operations. Additionally, she heads the company’s global strategic development process, including long-range planning. As Acorda’s General Counsel, Corporate Secretary and Chief Compliance Officer, she also manages its Legal/IP, Compliance and Quality departments. Acorda's Legal Department was named one of four "Best Legal Departments" in the U.S. by Corporate Counsel in 2013. Previously, Ms. Wasman was with Schering-Plough Corporation from 1995-2004, holding various leadership positions, including Vice President and Associate General Counsel responsible for legal support for US pharmaceuticals operations; FDA regulatory matters; licensing and M&A; and, global R&D. She also served as Vice President, European Operations—Legal and then Vice President, International. Previously, Ms. Wasman specialized in litigation at Fried, Frank, Harris, Shriver & Jacobson. She also served as Associate Counsel to the U.S. Senate Committee on Veteran's Affairs. Ms. Wasman graduated Magna Cum Laude from Princeton University, and earned her J.D. from Harvard Law School. Ms. Wasman has been on the Board of Directors, including its Executive Committee, of NY BIO since 2007, and on the Board of Biotie Therapies since 2016.
Company
Acorda Therapeutics Inc.
Founded in 1995, Acorda Therapeutics is a biotechnology company focused on developing therapies that restore function and improve the lives of people with neurological disorders. Acorda has an industry leading pipeline of novel neurological therapies addressing a range of disorders, including Parkinson’s disease, migraine and multiple sclerosis. Acorda markets three FDA-approved therapies, including AMPYRA® (dalfampridine) Extended Release Tablets, 10 mg.
Country
USA More
Area of Law
Mergers & Acquisition More
Business Sector
Healthcare More
Month Published
March 2017 More
Edition
Vol.10, No. 38, Winter 2017 More
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