UCB (Euronext: UCB) and Zogenix (NASDAQ: ZGNX) have announced that the companies have entered into a definitive agreement under which UCB would acquire Zogenix, Inc., a global biopharmaceutical company commercializing and developing therapies for rare diseases. Under the terms of the agreement, UCB will commence a tender offer to purchase all outstanding shares of Zogenix for a purchase price per share of US$26.00 in cash at closing, plus a contingent value right (CVR) for a potential cash payment of US$2.00 upon EU approval by December 31, 2023, of FINTEPLA® as an orphan medicine for treatment of Lennox-Gastaut syndrome (LGS). The upfront consideration represents a 72% premium to Zogenix shares based on the 30-day volume weighted average closing stock price of Zogenix prior to signing. The total transaction is valued at up to approximately US$1.9 billion/€1.7 billion.

Latham & Watkins LLP represents Zogenix in the transaction with a corporate deal team led by Orange County partner Scott Shean and San Diego partners Cheston Larson and Matthew Bush, with associates Kristin Rulison, Mekbeb Hagos, Jack McKay, and Trevor Yedoni. Advice was also provided on capital markets matters by Boston partner Wesley Holmes; on benefits and compensation matters by San Diego partner Holly Bauer; on antitrust matters by Washington, D.C. partner Amanda Reeves and Washington, D.C. counsel Patrick English, with associate Denver Dunn; on tax matters by Washington, D.C. partner Andrea Ramezan-Jackson, with associate Robert Christoffel; on regulatory matters by Washington, D.C. partner Elizabeth Richards, Paris partner Eveline Van Keymeulen, and Bay Area counsels Betty Pang and Heather Deixler; and on intellectual property matters by San Diego counsel Darryl Steensma.