On 7th May, 2018, King & Wood Mallesons’ cross-border team, advised Luye Pharma Hong Kong Limited (“Luye Pharma”) on its transaction signed with AstraZeneca relating to the sale and licence of the rights to Seroquel and Seroquel XR (Products) in the UK, China and other 49 international markets, including Brazil, Australia, Saudi Arabia, Mexico, South Korea, Thailand, Argentina, Malaysia and South Africa. The purchase price for the transferred and licensed assets is US$546 million and is payable in four instalments.
The transaction is expected to close by the end of half year 2018, subject to customary closing conditions. As part of the transaction, Luye Pharma group will enter into a supply agreement with AstraZeneca for the supply of finished products from AstraZeneca at or prior to the formal closing of the transaction. According to information provided by AstraZeneca, sales of the products in the relevant territories for year end December 2017 amounted to approximately US$147.9 million.
Luye Pharma focuses on developing, producing, marketing and selling innovative pharmaceutical products in four of the largest and fastest growing therapeutic areas — oncology, cardiovascular, metabolism and the central nervous system, covering the main global pharmaceutical markets. AstraZeneca is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialisation of prescription medicines, primarily for the treatment of diseases in three therapy areas - Oncology, Cardiovascular, Renal & Metabolism and Respiratory. Seroquel (quetiapine fumarate, immediate release, IR) and Seroquel XR (extended release formulation) are atypical anti-psychotic medicines with antidepressant properties. The main indications for Seroquel are the treatment of schizophrenia and bipolar disorder. Seroquel XR is also approved in some markets for major depressive disorder and generalised anxiety disorder. Luye Pharma believes that the acquisition of Seroquel and Seroquel XR will assist further expansion in the PRC and into markets outside of China.
KWM’s cross border-team was led by Beijing based partner Huang Jianwen (Corporate& MA), and partners Susan Ning (Anti-trust), Chen Wenping (IP), Lou Xianying (IP) and Zhang Ci (Tax) were key team members. The London team was led by Greg Stonefield (Corporate) and Barri Mendelsohn (Corporate) with other London team members comprising Joseph Newitt (Corporate), Anna Feros (IP), Sam Coleman (Tax), and David Wilman (Employment).
Huang Jianwen commented that “We are honoured to have had the opportunity of participating in this landmark strategic transaction for Luye Pharma which we believe will contribute to Luye Pharma’s global development. This transaction is a superb example that demonstrates not only our integrated approach to complex cross border transactions but also the depth and strength of our international resources to achieve a successful outcome for our clients.”
Greg Stonefield said, “We are delighted to support our China team and a key client of the firm on this important transaction, as our client seeks to expand its business offering and presence around the world. We are ideally suited to advise China-based clients on their international transactions and international clients seeking to invest in China and we look forward to continuing to support Luye and others as this trend continues.”
Wang Rongkang, Managing Partner of KWM EUME, said “This is yet another example of our global team working together effectively to deliver results for our Chinese clients on key strategic transactions and initiatives.”
Luye Legal Team commented, “The King & Wood Mallesons legal team was irreplaceable in the whole transaction. We highly appreciate the assistance from King & Wood Mallesons’ legal team.”