Patient Square Capital and Gurnet Point Capital’s $890 Million Acquisition of Radius Health

Kirkland & Ellis advised Patient Square Capital, Ropes & Gray advised Radius, Latham & Watkins advised Gurnet Point Capital, Covington & Burling served as OrbiMed’s legal advisor on the deal.

Patient Square Capital, a dedicated health care investment firm, announced its acquisition of Radius Health, Inc. alongside Gurnet Point Capital for approximately $890 million. The transaction is expected to close in the third quarter of 2022, subject to customary closing conditions. 

Under the terms of the merger agreement, an entity jointly owned by Gurnet Point and Patient Square will initiate a tender offer to acquire all of the outstanding shares of Radius for $10.00 per share in cash plus a CVR of $1.00 per share payable upon TYMLOS® (abaloparatide) net sales reaching $300 million (inclusive of U.S. sales and Japan royalties or supply payments based on supply of TYMLOS for sale in Japan) during any consecutive 12-month period prior to December 31, 2025.

Including the CVR payment, Radius shareholders will receive up to an aggregate of $547 million in cash. The upfront payment at closing represents a premium of 45% over the 30-day volume-weighted average price (VWAP) of Radius’s common stock, and inclusive of the CVR payment, a 59% premium.

J.P. Morgan Securities LLC acted as exclusive financial advisor to Radius. Goldman Sachs & Co. LLC acted as exclusive financial advisor to Gurnet Point Capital and Patient Square Capital.

Radius Health is a global biopharmaceutical company focused on addressing unmet medical needs in the areas of bone health, neuro-orphan diseases, and oncology.    

Gurnet Point Capital is a leading healthcare fund that invests in de-risked life sciences companies. Gurnet Point primarily focuses on businesses that have high growth potential in the late product development and commercialization stages of their evolution. 

Patient Square Capital is a dedicated health care investment firm that partners with best-in-class management teams whose products, services and technologies improve health. 

OrbiMed is a leading healthcare investment firm, with $18 billion in assets under management. OrbiMed invests globally across the healthcare industry, from start-ups to large multinational corporations, through a range of private equity funds, public equity funds, and royalty/credit funds.

The Kirkland team was led by corporate partners Maggie Flores (Picture), Michael Weisser, Daniel Wolf and Shaun Mathew and associates Evan Johnson and Keli Huang, debt finance partner Jason Kanner, and tax partner Mark Schwed. 

The Ropes & Gray team was led by mergers & acquisitions associate Bryan Lowrance and partner Zach Blume and included life sciences partner Marc Rubenstein, litigation & enforcement partners Martin Crisp and Randy Bodner, employment & benefits partner Renata Ferrari, and private capital transactions counsel Alyson Stewart.

Involved fees earner: Maggie Flores – Kirkland & Ellis; Keli Huang – Kirkland & Ellis; Evan Johnson – Kirkland & Ellis; Jason Kanner – Kirkland & Ellis; Shaun Mathew – Kirkland & Ellis; Mark Schwed – Kirkland & Ellis; Michael Weisser – Kirkland & Ellis; Daniel Wolf – Kirkland & Ellis; Zachary Blume – Ropes & Gray; Randall Bodner – Ropes & Gray; Martin Crisp – Ropes & Gray; Renata Ferrari – Ropes & Gray; Bryan Lowrance – Ropes & Gray; Marc Rubenstein – Ropes & Gray; Alyson Stewart – Ropes & Gray;

Law Firms: Kirkland & Ellis; Ropes & Gray;

Clients: Patient Square Capital; Radius Health;