We are advising Roche on the acquisition

Davis Polk is advising Roche on its acquisition of Telavant Holdings, Inc., a Roivant company owned by Roivant Sciences Ltd. and Pfizer Inc., for a purchase price of $7.1 billion upfront and milestone payments of up to $150 million. The agreement includes the development, manufacturing and commercialization rights in the United States and Japan for Telavant’s RVT-3101, a novel TL1A directed antibody. RVT-3101 is a promising new therapy for people suffering from inflammatory bowel disease, including ulcerative colitis and Crohn’s disease. The closing of the transaction is subject to customary closing conditions and is currently expected to take place in the fourth quarter of 2023 or in the first quarter of 2024.

Founded in 1896 in Basel, Switzerland, as one of the first industrial manufacturers of branded medicines, Roche has grown into the world’s largest biotechnology company and the global leader in in-vitro diagnostics.

Telavant was jointly formed by Roivant and Pfizer in 2022 to develop and commercialize RVT-3101 in the United States and Japan. Roivant owns 75% of the issued and outstanding shares of common stock and preferred stock of Telavant, and Pfizer owns the remaining 25%.

The Davis Polk corporate team includes partner Marc O. Williams and associates Jack Gordge and Shuhan Zhang. Partner Ronan P. Harty and counsel Matthew Yeowart are providing antitrust and competition advice. Partner David R. Bauer and associate Yana Kipnis are providing intellectual property advice. Partner Michael Mollerus is providing tax advice. Partner Veronica M. Wissel and counsel Daniel P. Herrmann are providing executive compensation advice. Members of the Davis Polk team are based in the New York and London offices.