Goodwin Procter and Baker McKenzie advised Trillium Therapeutics on the deal, while Ropes & Gray LLP and Norton Rose Fulbright Canada represented Pfizer.
Trillium Therapeutics (NASDAQ/TSX: TRIL) announced its definitive agreement to be acquired by Pfizer. Under the terms of the agreement, Pfizer will acquire all outstanding shares of Trillium not already owned by Pfizer for an implied equity value of $2.26 billion, or $18.50 per share, in cash. This represents a 118% premium to the 60-day weighted average price for Trillium. In September 2020, as part of the Pfizer Breakthrough Growth Initiative, Pfizer invested $25 million in Trillium.
The proposed acquisition of Trillium is to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) and subject to customary closing conditions, including approval of 66?% of the votes cast by Trillium shareholders, voting together as one class, at a special meeting of Trillium and approval of 66?% of the votes cast by Trillium shareholders and warrant holders, voting together as one class, at a special meeting of Trillium. Completion of the acquisition is also subject to court and regulatory approval, as well as certain other closing conditions customary for transactions of this nature.
Trillium is an immuno-oncology company developing innovative therapies for the treatment of cancer. The company’s two clinical programs, TTI-622 and TTI-621, target CD47, a “don’t eat me” signal that cancer cells frequently use to evade the immune system.
Pfizer is a leading research-based biopharmaceutical company. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time.
The Goodwin team was led by Lisa Haddad, Stuart Cable (Picture) and Lillian Kim with invaluable assistance from Sheran Sharafi, Bryan Kultgen, Kelvin Kesse and Margaret Rutherfurd and included James Barrett, Robert Puopolo, Alexandra Denniston, Sarah Bock, James Devendorf, Andre Amorim, James Oh, Arman Oruc, Simone Waterbury, Michael Casaburi, Daniel Karelitz, Nicole Spiteri, Leon Peschel, Timothy Holahan, Ana Alvarado, Catherine McCarty, Paresh Kumar, Stephanie Philbin, Lauren Farruggia, Deborah Birnbach, Delphine O’Rourke, Simone Otenaike, Winnie Uluocha, Justin Pierce, Jacqueline Klosek and Alex Intile.
The Ropes & Gray team representing Pfizer was led by strategic transactions partner Emily Oldshue, and included strategic transactions partners Paul Kinsella and Amanda Austin, tax partner David Saltzman, executive compensation partner Renata Ferrari, and antitrust partners Mike McFalls and Ruchit Patel and strategic transactions associates Jeff Bashara and Joseph DiCarlo.
Involved fees earner: Ana Victoria Alvarado – Goodwin Procter; Andre Amorim – Goodwin Procter; James Barrett – Goodwin Procter; Sarah Bock – Goodwin Procter; Stuart Cable – Goodwin Procter; Michael Casaburi – Goodwin Procter; Deborah Birnbach – Goodwin Procter; Alexandra Denniston – Goodwin Procter; James Devendorf – Goodwin Procter; Lauren Farruggia – Goodwin Procter; Lisa Haddad – Goodwin Procter; Timothy Holahan – Goodwin Procter; Alex Intile – Goodwin Procter; Daniel Karelitz – Goodwin Procter; Kelvin Kesse – Goodwin Procter; Lillian Kim – Goodwin Procter; Jacqueline Klosek – Goodwin Procter; Bryan Kultgen – Goodwin Procter; Paresh Kumar – Goodwin Procter; Catherine McCarty – Goodwin Procter; Delphine O’Rourke – Goodwin Procter; Arman Oruc – Goodwin Procter; Simone Otenaike – Goodwin Procter; Leon Peschel – Goodwin Procter; Stephanie Philbin – Goodwin Procter; Justin Pierce – Goodwin Procter; Robert Puopolo – Goodwin Procter; Sheran Sharafi – Goodwin Procter; Nicole Spiteri – Goodwin Procter; Winnie Uluocha – Goodwin Procter; Simone Waterbury – Goodwin Procter; Jeffrey Bashara – Latham & Watkins; Amanda Austin – Ropes & Gray; Joseph DiCarlo – Ropes & Gray; Renata Ferrari – Ropes & Gray; Paul Kinsella – Ropes & Gray; Michael McFalls – Ropes & Gray; Emily Oldshue – Ropes & Gray; Ruchit Patel – Ropes & Gray; David Saltzman – Ropes & Gray;