Nishimura & Asahi has guided Japan-headquartered healthcare company GNI Group on acquiring all shares of Ayumi Pharmaceutical Holdings for a reported JPY44.8 billion (USD277 million).
The acquisition will be completed through a mixed consideration structure comprising cash and GNI Group shares.
Partners Kohei Koikawa, head of the capital markets team, Takahiro Yokota and Daichi Iinaga led the Nishimura & Asahi team. Partners Takenobu Tsuruoka, Yoko Kasai and Nobuhiro Tanaka, as well as associate Yuta Isshiki supported them.
“We advised GNI Group on its legal due diligence and negotiation of the definitive agreement in connection with its acquisition of Ayumi Pharmaceutical Holdings, including pharmaceutical and medical regulatory matters,” Koikawa told Asia Business Law Journal.
“In addition, in the process of financing for the transaction, we advised GNI Group on the issuance of shares to the existing shareholders, including preparation and filing of the securities registration statement under the Financial Instruments and Exchange Act and negotiation of loans with the banks.”
Yokota said one of the defining aspects of the acquisition was how it was structured.
“A key highlight of the transaction was its mixed consideration structure, comprising a combination of cash, including acquisition financing through loans and shares of GNI Group,” he told ABLJ.
The acquisition significantly expands GNI Group’s commercial presence in Japan and will enable the company to boost the introduction of innovative therapies, biosimilars and internally developed products into the Japanese market.