Sunovion Pharmaceuticals completes acquisition of Cynapsus Therapeutics

Sunovion Pharmaceuticals Inc. (“Sunovion”) completed the acquisition of Cynapsus Therapeutics Inc. (“Cynapsus”) by way of plan of arrangement for approximately $841 million. The acquisition is aligned with Sunovion’s global strategy to expand and diversify its portfolio in key therapeutic areas, including neurology. 

Sunovion is a global pharmaceutical company focused on the innovative application of science and medicine to help people with serious medical conditions. Sunovion is headquartered in Marlborough, Massachusetts and is a wholly owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd., a leading Japanese pharmaceutical company. 

Based in Toronto, Cynapsus is a specialty central nervous system pharmaceutical company that has been developing a fast-acting, easy-to-use, sublingual thin film for the on-demand management of debilitating “off” episodes associated with Parkinson’s disease. 

Sunovion was represented in-house by Gregory Bokar, Senior Vice President Legal Affairs and Corporate Secretary, Michelle Flores, Senior Counsel, Litigation & Business Development and Daina Selvig, Assistant General Counsel, Legal Affairs, and in Canada by Goodmans LLP with a team that included Stephen Halperin, Sheldon Freeman, David Coll-Black and Jamie Habert (corporate), Alan Bowman and Kabir Jamal (tax), Susan Garvie and John Alton (employment & benefits), Tom Friedland (litigation), Amalia Berg (IP) and Richard Annan and Michael Koch (regulatory). Sunovion was represented in the United States by Reed Smith LLP with a team that included Diane Frenier, Edward Bromley III and Wayne Janke (corporate), Arnold Grant (tax) and Celeste Letourneau and Kevin Madagan (US regulatory), by Gibbons P.C. with a team that included David De Lorenzi, Patricia Clark, George Gould and Estelle Tsevdo (IP), and by Jones Day with a team that included Pamela Taylor, Bevin Newman, John Magruder, Hiromitsu Miyakawa and Naoko Tokumoto (antitrust & Hart-Scott-Rodino). 

Sumitomo Dainippon Pharma Co., Ltd. was represented by Ken Kiyohara of CMA Partners (Kiyohara International Law Office) and in the US by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Ariel Deckelbaum and Nathan Sawyer (corporate). Nomura Securities International, Inc. served as financial advisor to Sunovion. 

Borden Ladner Gervais LLP acted as Canadian counsel to Cynapsus with a team led by Jeffrey Graham (life sciences and corporate) that included Alfred Page, Jason Saltzman, Andrew Bunston, Laura Costen (M&A and securities), Steve Suarez (tax), Rob Weir (labour and employment), Brandon Evenson, Reed Taubner (intellectual property), Caitlin Sainsbury, Graham Splawsky (commercial litigation), Subrata Bhatacharjee and Gregory McLean (competition). Troutman Sanders LLP acted as US counsel to Cynapsus with a team lead by Thomas Rose that included Lisa Raines (M&A and securities), Mark Goldsmith (tax), Heather Morehouse Ettinger (intellectual property), Mitchell Portnoy and Daniel Anziska (competition). Clark+Elbing LLP acted as US intellectual property counsel to Cynapsus with a team led by Kristina Bieker-Brady that included Jeffrey Ellison. BofA Merrill Lynch served as financial advisor to Cynapsus. 

Fasken Martineau DuMoulin LLP acted as counsel to the special committee of Cynapsus with a team led by Tracy Hooey that included Bradley Freelan and Jesse Bertollo (M&A and securities). Stifel, Nicolaus & Co., Inc. served as financial advisor to the special committee of Cynapsus.