Latham & Watkins Advises Sistema on Consolidation of Pharma Assets

Latham & Watkins advised Sistema PJSFC (Sistema) a publicly-traded Russian investment company, on its establishment of the pharmaceutical holding company Binnopharm Group.

To create the pharmaceutical holding company, Sistema and its financial partner, VTB Group (VTB), contributed their 56.2% stake in OJSC Sintez (which includes CJSC Biocom) to the equity of Binnopharm Group. At the same time, Sistema, VTB and a consortium of investors consisting of the Russia-China Investment Fund (a fund established by the Russian Direct Investment Fund and China Investment Corporation) and major Middle East funds (collectively, the “Investor Consortium”) contributed an 85.6% stake in JSC Alium (which includes JSC Binnopharm) to the equity of Binnopharm Group. As a result, the effective stake of Sistema together with VTB in Binnopharm Group will be 79%, and the Investor Consortium will have 15.8%. The remaining 5.2% of shares are distributed among individual minority shareholders.

The Latham team was led by Moscow corporate partner Olga Ponomarenko with associates Timur Bayramov and Leonid Lepold; advice on financial matters was provided by associate Alexandra Samsonova.