Global law firm Hogan Lovells Cadwalader advises Jazz Pharmaceuticals on acquisition of Actio Biosciences

Actio Biosciences’ lead clinical asset is ABS-1230, a novel, first-in-class small molecule precision therapy KCNT1 ion channel inhibitor. KCNT1+ epilepsy is a rare genetic developmental and epileptic encephalopathy (DEE) affecting approximately 2,500 patients in the United States. Patients suffering from KCNT1+ epilepsy typically endure a profound seizure burden, with most experiencing dozens to hundreds of episodes daily that remain highly resistant to antiseizure medications. Approximately 80% of individuals with KCNT1+ epilepsy experience disease onset during infancy; many of these children never achieve fundamental developmental milestones, such as walking or speaking, and tragically, some do not survive into adulthood. For those with later-onset disease, the condition typically manifests as disruptive nocturnal seizures, often accompanied by significant cognitive and psychiatric comorbidities.

There are currently no U.S. Food and Drug Administration (FDA) approved therapies for KCNT1+ epilepsy. ABS-1230 recently demonstrated meaningful seizure reductions in an early clinical proof-of-concept trial in children with KCNT1 epilepsy. The ongoing Phase 1b/2a KYRON trial is designed to serve as the registrational study to support a new drug application submission in the U.S. In addition to having FDA Fast Track, Rare Pediatric Disease and Orphan Drug Product designations, ABS-1230 was accepted into the FDA’s new Rare Disease Evidence Principles (RDEP) program which aims to facilitate rapid development of ultra-rare disease therapies.

Transaction Terms

Under the terms of the merger agreement, Actio Biosciences shareholders will receive an US$820 million upfront payment and up to US$500 million in potential approval and sales milestones. As part of the transaction, and concurrently with closing, Actio Biosciences will spin out a new privately-held entity with certain management, employees and assets (not including ABS-1230 which remains with Actio Biosciences and is being acquired by Jazz).

The new, independent private company will be funded by existing investors, with Jazz receiving a minority stake and certain related rights. The focus of the new company will be on genetic rare neurological diseases, which will include a clinical-stage small molecule TRPV4 inhibitor, ABS-0871, for Charcot-Marie-Tooth type 2C and other early-stage programs. With the focus on rare disease, this investment in the new entity represents a strong strategic fit for Jazz’s long-term strategy.

The transaction has been unanimously approved by the boards of both companies and is expected to close by the fourth quarter of 2026, subject to customary closing conditions. Jazz will fund the transaction through a combination of cash on hand and drawing on existing financing facilities.

The Hogan Lovells Cadwalader team was led by partners Keith Flaum (M&A, Silicon Valley), Jessica Bisignano (M&A, Philadelphia), Bryan Lowrance (M&A, Boston), Nicola Lemay (Tax, Boston) Michael Frank (Tax, Silicon Valley), Cullen Taylor (IP, Northern Virginia), Kevin Clayton (Private Equity, Washington, D.C.), Lauren Battaglia (Antitrust and Competition, Washington, D.C.), Lee Berner (Real Estate, Washington, D.C.), Tao Leung (Employment, Los Angeles), Sally Gu (Pharmaceuticals, Washington, D.C.), Scott Loughlin (Data, Privacy and Cybersecurity, Washington, D.C.) and Scott Reisch (Environment and Natural Resources, Denver), senior counsel Anne Salladin (International Trade, Washington, D.C.), counsels Chasse Osborn (Tax, Boston), Henry Watsky (IP, Northern Virginia), Ilana Kattan (Antitrust and Competition, Washington, D.C.), Khaled Mowad (Data, Privacy and Cybersecurity, New York) and Matthew Miller (Environment and Natural Resources, Denver), senior associates Spenser Karr (M&A, Philadelphia), Bothwell Graham (Tax, Washington, D.C.), Benjamin Kim (IP, Northern Virginia), Regina Mendoza (Private Equity, San Francisco), Eman Al-Hassan (Pharmaceuticals, Los Angeles) and Zach Alvarez (International Trade, Washington, D.C.), and associates Isolte Beal (M&A, Silicon Valley), Mandy Zhang (M&A, Silicon Valley), Amy Isselmann (M&A, Philadelphia), Mallorie Ross (IP, Northern Virginia), Laura Penaranda (Employment, Los Angeles), Carter Bowman (Antitrust and Competition), Ellen Jin (Global Regulatory and IP, Washington, D.C.) and Austin McCleery (Environment and Natural Resources, Denver).