Transaction Case Studies
Sell-Side Engagement Leading to the Acquisition of Checkpoint Therapeutics for an Upfront Payment of $4.10 per Share and a Contingent Value Right for up to $0.70 per Share, for a total transaction value of up to ~$416M
Situation Assessment
- Checkpoint Therapeutics (CKPT) is a US-based pharmaceutical company focused on developing immunotherapy and targeted oncology treatments
- Checkpoint’s lead product, UNLOXCYT (cosibelimab-ipdl) is an anti-PD-L1 monoclonal antibody that received U.S. FDA approval in December 2024 for the treatment of adults with metastatic cutaneous squamous cell carcinoma (cSCC) or locally advanced cSCC
- Locust Walk was initially engaged in 2021 to seek regional partnerships for cosibelimab in Japan and/or Europe. As Checkpoint approached FDA approval for cosibelimab, Locust Walk shifted efforts to a global sell-side process to find the best strategic partner/buyer to maximize the asset’s commercial potential post-FDA approval and continue its development
Key Activities
- Created targeted marketing materials and executed a broad outreach campaign to 50+ global biopharma and biotech strategic partners
- Offered strategic advice and senior-level connectivity that improved deal valuation and structure
- Performed qualitative and quantitative analyses assessing company valuation and evaluating multiple offers with various deal structures (e.g., licensing and M&A)
- Managed due diligence across functional areas, ensuring effective communication and coordination among all parties
- Led negotiations on term sheets and deal documents, managing multiple competing offers and identifying essential business terms for deal success
- Worked closely with legal, management, and other Checkpoint-affiliates to keenly negotiate among multiple stakeholders and drive the transaction toward successful conclusion
- Rendered fairness opinion to the Special Committee of the Board of Directors for the transaction
Successful Outcome
- Executed a comprehensive outreach process, generating multiple offers with various transaction structures, providing Checkpoint with a range of strategic options
- Successfully negotiated economics from an initial offer of $3.50 per share to an upfront of $4.10 per share with a CVR up to $0.70 per share
- Evaluated offers and led negotiations to maximize shareholder value, which resulted in an upfront offer that represents a premium of 66%, and with the additional CVR, a premium up to 94%1
