Managing risk

ST Pharm Co. Ltd, a major Korean pharmaceuticals manufacturer, acquired a 70% stake in Swiss contract laboratory services and histopathology company AnaPath Services in November 2019. At the same time, AnaPath purchased a 100% share in Envigo CRS, a Spanish contract research organisation. The businesses will integrate under the AnaPath Research brand.

The synergies and strategic value of the acquisitions are extremely significant. The world-class research business capabilities of the Spanish operations, paired with the advanced laboratory and testing competences from AnaPath Services, enable ST Pharm to rapidly accelerate its new drug development and contract development and manufacturing (CDMO) ambitions. This is something that would have taken considerably longer through a domestic and organic approach.

Led by Singapore-based partner Toby Grainger, CMS teams in Singapore, Spain and Switzerland advised the acquirers on both transactions.

The deals posed a number of legal challenges. The CMS team in Spain, for example, had to navigate the local entity out of a statutory winding down process, directly negotiate with unionised employee representatives and coordinate an effective resolution to debt and capitalisation deficiencies. CMS was able to swiftly mobilise its employment expertise to ensure participation in meetings and negotiations was smooth and seamless. Beyond local issues, there was the negotiation of a technical services agreement, handled by the Singapore team. The negotiation was made more complex as the vendor counterparty had itself been recently sold to another US group and was hence reliant on its new parent delivering on the transitional services to a large extent (in particular, ensuring support for the completion of ongoing clinical trials).

According to Toby Grainger, “CMS was able to seamlessly coordinate a cohesive and extremely responsive team working across different countries and time zones to ensure the transaction flowed and completed in an efficient manner. The team’s familiarity with the relevant issues, turnaround on documentation and working ‘as one’, meant that expertise could be mobilised swiftly and effective resolutions presented to the client in a time-sensitive backdrop.”