Latham & Watkins Advises Jnana Therapeutics in Acquisition by Otsuka Pharmaceutical

Otsuka Pharmaceutical Co., Ltd. (Otsuka) and Jnana Therapeutics Inc. (Jnana) have announced that they have entered into a definitive merger agreement pursuant to which Otsuka will acquire Jnana, making it a wholly owned subsidiary through Otsuka’s 100%-owned subsidiary, Otsuka America, Inc. (OAI). The acquisition is expected to be completed in the third quarter of fiscal 2024, subject to customary closing conditions. Based on the terms of the agreement, Otsuka will pay US$800 million to the shareholders of Jnana upon completion of the acquisition, as well as up to an additional US$325 million in development and regulatory milestones.

Latham & Watkins LLP represents Jnana in the transaction with a corporate deal team led by partners Leah Sauter and Peter Handrinos and counsel Gloria Ring, with associates Junhan Zhang and Sydney France. Advice was also provided on benefits and compensation matters by partner Matthew Conway, with associate Bryce Williamson; on tax matters by partner Katharine Moir, with associate Rasha Suleiman; on intellectual property matters by partner Aaron Gardner and counsel Arun Mohan, with associate Kristina Funahashi; on data privacy matters by partner Heather Deixler, with associate Mitch Bennett; on FDA regulatory matters by partner Elizabeth Richards, with associate Evan Miller; on antitrust matters by partner Patrick English; on CFIUS matters by counsel Catherine Hein, with associate Elliot Hecht; and on environmental matters by counsel David Langer, with associate Tal Carmeli.