Vertex pharmaceuticals incorporated (nasdaqgs:vrtx) completed the acquisition of semma therapeutics, inc. from living cell technologies limited (asx:lct) and others.

Vertex pharmaceuticals incorporated (nasdaqgs:vrtx) entered into a definitive agreement to acquire semma therapeutics, inc. from living cell technologies limited (asx:lct) and others for approximately $950 million on august 30, 2019. under the terms of the merger agreement, vertex has agreed to a payment of approximately $950 million in cash upon consummation of the merger plus an additional payment in respect of certain stock options. a portion of the consideration will be placed in escrow upon the closing of the merger to satisfy certain indemnification obligations of semma’s equity holders. any escrow proceeds that are not used to satisfy indemnity claims or secure pending indemnity claims will be released to the former equity holders of semma, 15 months after the closing of the merger. under the transaction, living cell technologies limited will sell 0.12 million shares of semma. vertex intends to fund the acquisition using cash on hand or other sources of immediately available funds. following the transaction, semma will operate as a separate wholly-owned subsidiary of vertex. bastiano sanna, president and chief executive officer of semma, will join vertex as president of semma. douglas melton, scientific founder of semma, will continue in his role as chairman of semma’s scientific advisory board. certain members of semma’s management team have entered into restrictive covenant agreements with vertex which will become effective upon consummation of the merger. the completion of the merger is subject to certain customary conditions, including the expiration or termination of the applicable waiting period under the hart-scott-rodino antitrust improvements act of 1976, as amended, and the absence of any material adverse effect with respect to semma. the transaction has been approved by the board of directors of vertex pharmaceuticals incorporated and semma therapeutics and the stockholders of semma including living cell technologies limited, which intends to vote in favour of the transaction. as of october 3, 2019, ftc granted the early termination notice. the transaction is expected to be completed in the fourth quarter of 2019. graham robinson, faiz ahmad, moshe spinowitz and maya florence of skadden, arps, slate, meagher & flom llp acted as legal advisors to vertex. wilson sonsini goodrich & rosati, p.c. acted as legal advisor to semma. kingsley l. taft and danielle m. lauzon of goodwin procter llp acted as legal advisors to semma. vertex pharmaceuticals incorporated (nasdaqgs:vrtx) completed the acquisition of semma therapeutics, inc. from living cell technologies limited (asx:lct) and others on october 10, 2019.
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