Latham Advises CHEPLAPHARM on Acquisition of Zyprexa® and Bridge Loan

Latham & Watkins has advised CHEPLAPHARM Arzneimittel GmbH (CHEPLAPHARM), a leading international platform for well-established branded medicines, on the acquisition of the worldwide commercial rights (excluding South Korea) for Zyprexa® from Eli Lilly and Company. The subject of the transaction is the olanzapine/olanzapine pamoate monohydrate portfolio, which is utilized for the treatment of schizophrenia and bipolar disorders. The purchase price totals US$1.355 billion, in addition to potential milestone payments of up to US$50 million. The transaction is expected to close around the end of the second quarter of 2023, subject to the satisfaction of customary closing conditions. It includes marketing authorizations and intellectual property, excluding any transfer of manufacturing facilities or employees.

CHEPLAPHARM intends to finance the closing purchase price from new debt, a drawdown under its existing revolving credit facility as well as cash on hand. In connection with the acquisition, Latham also advised CHEPLAPHARM on a €750 million bridge loan.

The Latham team was led by Healthcare & Life Sciences partner Christoph Engeler, finance partner Alexandra Hagelüken, with Düsseldorf associate Henrietta Ditzen, Hamburg associates Katarina Fröschle and Edward Martin, Frankfurt counsel Cora Grannemann, and associates Anastasia Dressler and Kate Zhu. Advice was also provided on IP matters by Frankfurt partner Susan Kempe-Müller, with associate Daniela Jaeger; on data privacy matters by Frankfurt counsel Wolf-Tassilo Böhm; and on tax matters by Hamburg partner Tobias Klass. The Latham team worked closely with CHEPLAPHARM’s in-house team led by Head of Legal Jan Klumb, with Team Lead M&A Anne Noltin and Legal Counsel Anees Ahmed.