International law firm Stephenson Harwood LLP has advised long standing client BTG Plc (BTG), a specialist healthcare company, on its acquisition of PneumRx Inc (PneumRx), a growing interventional pulmonology business, for an initial cash consideration of $230 million and up to $245 million in performance-related future milestone payments.
PneumRx is headquartered in California. It owns, manufactures and distributes the RePneu Coil System (RePneu), a minimally invasive treatment for advanced emphysema, which seeks to enhance patients' quality of life by improving lung function and exercise capacity.
BTG is a growing international specialist healthcare company. Its mission is to bring to market medical products that meet the needs of specialist healthcare physicians and their patients. BTG is focused on three business areas: interventional medicine, specialty pharmaceuticals and licensing.
The acquisition of PneumRx complements BTG's interventional medicine platform expanding it into the emerging area of interventional pulmonology, a developing medical discipline. The acquisition also enhances BTG's European commercial platform and provides a significant US opportunity.
The acquisition will be funded in part by an underwritten cashbox placing with gross proceeds of approximately £150 million, representing approximately 5 per cent of BTG's market capitalisation based on the closing share price on 3 December 2014.
Stephenson Harwood provided legal advice to BTG in relation to the underwritten cash box placing and worked with BTG's US counsel, Morgan Lewis & Bockius LLP, in relation to the acquisition
Commenting on BTG's acquisition, Andrew Edge, head of corporate at Stephenson Harwood, said "We are delighted to have advised BTG on this significant acquisition and to be involved with BTG's continued progress as one of the British pharma and biotech industry's great success stories."
The Stephenson Harwood team was led by corporate partner Andrew Edge. He was assisted by corporate senior associate Tom Page, tax senior associate John Meehan and trainee Michelle Gomes.
The underwriters were J.P. Morgan Cazenove and Deutsche Bank AG, London Branch (represented by Freshfields Bruckhaus Deringer LLP) and Rothschild acted as financial advisor to BTG.