Davis Polk Advises Mereo BioPharma Group plc on Its Combination with OncoMed Pharmaceuticals, Inc.

Davis Polk is advising Mereo BioPharma Group plc on its combination with OncoMed Pharmaceuticals, Inc. The transaction, which is subject to customary closing conditions and the approval of OncoMed’s shareholders, is expected to close in the first half of 2018. OncoMed’s existing stockholders are expected to receive American Depositary Shares, which will be listed on Nasdaq and which, when issued on closing, will represent approximately 25% of the outstanding share capital of Mereo, subject to certain adjustments. In addition, OncoMed shareholders will receive contingent value rights representing the right to receive future ADSs and cash payments based on the achievement of certain milestones.

Mereo is a U.K.-based, clinical stage biopharmaceutical company focused on the development and commercialization of innovative therapeutics intended to improve outcomes for patients with rare diseases, and is admitted to trading on the Alternative Investment Market of the London Stock Exchange. OncoMed is a U.S.-based, clinical stage biopharmaceutical company focused on discovering and developing novel anti-cancer therapeutics, and is Nasdaq-listed.

The Davis Polk corporate team includes partners Simon Witty, Leo Borchardt and Michael Davis, European Counsel Ariel White-Tsimikalis and associates Alexander W. Simmonds and Jack Kelly. Counsel Alon Gurfinkel is providing U.S. tax advice. Partner Jonathan Cooklin is providing U.K. tax advice. Partner David R. Bauer is providing intellectual property and technology advice. Partner Veronica M. Wissel is providing executive compensation advice. Members of the Davis Polk team are based in the London and New York offices.