Latham & Watkins Advises Seres Therapeutics in VOWST Asset Purchase Agreement With Nestlé Health Science
Seres Therapeutics, Inc. (Nasdaq: MCRB), (Seres or the Company), a leading live biotherapeutics company, has announced that it signed an agreement with Société des Produits Nestlé S.A (Nestlé) for the sale of its VOWST business to Nestlé Health Science. Upon deal closing, Seres will receive capital infusions, including an upfront payment, a prepaid milestone payment, and an equity investment. In addition, Seres is due to receive installment payments in 2025, as well as potential future payments based on VOWST net sales targets. Seres will support ongoing VOWST availability by providing transition services through the first quarter of 2025 and manufacturing support through the end of 2025 (subject to limited extension rights by Nestlé) and will continue to share 50/50 in the profit and loss of the business through the end of 2025. The completion of the transaction, which is subject to Seres’ shareholder approval and other customary conditions, is expected to occur in the next 90 days.
Latham & Watkins LLP advised Seres in the transaction with a corporate deal team led by partners Scott Shean and Peter Handrinos, and counsel Gloria Ring, with associates Jack Vanderford and Jessica Mall. Advice was also provided on licensing and intellectual property matters by partner Chris Hazuka, with associates Arun Mohan, Mizuna Sekine, and Billy Wu; on capital markets matters by partners Wesley Holmes, Lisa Martin, and Jennifer Yoon, with associate Andrew Rutsky; on debt matters by partners Haim Zaltzman and Dan Van Fleet, with associates Hyunji Lee and Tyler Davis; on tax matters by partner Katharine Moir and counsel William Kessler; on employment and benefits matters by partner Matthew Conway, with associate Bryce Williamson; on antitrust matters by counsel Britton Davis; on public company representation matters by partner Dennis Craythorn, with associate Jamie Conn; on FDA regulatory matters by partners Ben Haas and Betty Pang, and counsel Chad Jennings, with associate Jeanne Fabre; and on data privacy matters by partner Heather Deixler, with associate Mitch Bennett.