We are advising Priveterra on the transaction

Davis Polk is advising Priveterra Acquisition Corp. on its acquisition of AEON Biopharma in exchange for the issuance of 16.5 million of shares of common stock of Priveterra (valued at $10 per share) to the existing shareholders and convertible noteholders of AEON at close (before milestone-based earnouts). The boards of directors of both AEON and Priveterra have unanimously approved the proposed merger, which is expected to close in the first half of 2023, subject to the approval by Priveterra’s shareholders and the satisfaction or waiver of certain other customary closing conditions.

Priveterra Acquisition Corp. is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses in life sciences. Priveterra is sponsored by Robert Palmisano and Priveterra Capital, LLC.

AEON is a clinical stage biopharmaceutical company focused on developing ABP-450 (prabotulinumtoxinA) injection for the treatment of debilitating medical conditions with an initial focus on the neurology and gastroenterology markets.

The Davis Polk corporate team includes partner Lee Hochbaum, counsel W. Soren Kreider IV and associates Marissa Rametta and Shuhan Zhang. The tax team includes partner Ethan R. Goldman and associates Ted Lee and Liang Zhang. The executive compensation team includes partner Adam Kaminsky. The intellectual property and technology transactions team includes partner Pritesh P. Shah and associate David A. Frey. The capital markets team includes partner Derek Dostal. Members of the Davis Polk team are based in the New York and Washington DC offices.