Tekmira Pharmaceuticals and OnCore Biopharma complete merger


Tekmira Pharmaceuticals Corporation (“Tekmira”) completed a merger of equals with OnCore Biopharma, Inc. (“OnCore”) whereby OnCore merged with a wholly-owned subsidiary of Tekmira. As a result of the merger, stockholders of OnCore hold approximately fifty per cent (50%) of the total number of outstanding shares of capital stock of Tekmira. The implied market value of the combined company, based on the closing price of Tekmira common shares on the NASDAQ Global Market on January 9, 2015, was approximately USD$750 million and at time of closing USD$964 million.

The merger of Tekmira, a leading developer of RNA interference therapeutics, and OnCore, a biopharmaceutical company dedicated to discovering, developing and commercializing an all-oral cure for patients suffering from chronic hepatitis B virus (HBV) infection, will create a new leading global HBV company focused on developing a curative regimen for hepatitis B patients by combining multiple therapeutic approaches.

Tekmira was represented by Farris, Vaughan, Wills & Murphy LLP, with a team led by Hector Mackay-Dunn, QC, and including Ronald Murray, Peter Roth, Denise Nawata, Melissa Mitchell and Allan McGavin (corporate and securities); Ronald Chin (life science transactions); David Selley (competition and Investment Canada); Marylee Davies (employment); Teresa Tomchak (securities regulatory) and Thom Ciz (tax); and by US counsel Dorsey & Whitney LLP, with a team led by Dan Miller and including Parker Schweich, Jason Wisniewski and Kyle Leingang (corporate and securities); John Hollirnake and John Chase (tax); Michael Lindsay (anti-trust); Michael Voves (employee benefits); and Jessica Linehan (employment).

OnCore was represented by Cooley LLP, with a team led by Frank Rahmani, and including Div Gupta, Brian Leaf, Alison Haggerty, Mark Ballantyne and Bobby Pratt (corporate and securities); Jennifer Fonner Fitchen and Anne Lieberman (M&A); Marya Postner and Jennifer Raab (life sciences transactions and partnering); Ivor Elrifi (intellectual property); Mark Windfeld-Hansen, Mark Hrenya and Jeremy Naylor (tax); Renee Deming (compensation and benefits); and Francis Fryscak (antitrust matters); and by Canadian counsel Lawson Lundell LLP, with a team led by Valerie Mann and including Stuart Breen and Aaron Lightman (M&A, corporate and securities, foreign investment). Roivant Sciences Ltd., the largest stockholder of OnCore, was represented by White & Case LLP, with a team that included Sang Ji and Chang-Do Gong (M&A) and Stephanie Gentile (tax).