Bird & Bird advises Epimmune on $220 million share swap with IDM

24 March 2005

International law firm, Bird & Bird, has been advising Nasdaq listed Epimmune on a $220 million all-share merger with IDM, a French privately based biotech company founded in 1993 to develop molecular and cell drugs for treating cancer.

After having abandoned a planned listing in 2004, IDM will, as a result of this transaction, move its headquarters from Paris to San Diego, build a combined business with Epimmune, which will have approximately 150 employees and benefit from $41m of net cash and improved access to capital.

Lawyers in Bird & Bird’s Paris office, working in conjunction with Epimmune’s US advisers, Cooley Godward (Key Chandler and Barbara Borden), advised on all aspects of the merger including an in-depth due diligence of IDM and the negotiation of the share exchange documentation.

Corporate partner Marc Baffreau along with assistant Irene Cambourakis led the team with assistance from Life Sciences partner, Paule Drouault Gardrat and tax partner, Anne Quenedey.

Commenting Marc Baffreau said:

“We were able to provide Epimmune with a top quality service based on an extensive knowledge of their business and the legal issues affecting this business sector. Throughout the due diligence process in this deal, our life sciences team (recognised as the leading life sciences team in Europe by PLCGlobal Counsel) was able to offer Epimmune a clear view of the legal framework which impacts commercial agreements in this sector. On the corporate and tax side, we helped Epimmune build a transnational merger structure reconciling the tax and legal constraints which are inherent within a US listed company and a French privately held company, in particular, the fact that shareholders are to a significant extent, stock option holders and the companies regulated investment vehicles. This was a very exciting deal to be involved in and we hope that we will be able to help other companies who might be looking at Europe for their business development, funding or exit”.

Shearman & Stearling (Manuel Orillac and Christophe Clerc) advised IDM.

For more information on this deal, please contact Marc Baffreau on +33 (0)1 42 68 60 00 or Larry Cattle on +44 (0)20 7416 6156.