Transaction Case Studies
MULTI-TRACK ENGAGEMENT LEADING TO ACQUISITION OF XYPHOS BY ASTELLAS FOR $120M UPFRONT AND $545M IN MILESTONE PAYMENTS
Situation Assessment
- Xyphos Biosciences was the surviving company from AvidBiotics’ split of its immunotherapy and antibacterial businesses. The company had developed a best-in-class next generation convertible CAR and bispecific technology that overcomes many of the limitations of currently approved products
- At the time of engagement with Locust Walk, the company was roughly 18 months from IND and seeking to rapidly execute a financing to advance its pipeline
- To maximize optionality, competitive pressure and leverage with interested parties, Locust Walk and Xyphos determined a multi-track process would increase the likelihood of the best outcome
- As a result, Locust Walk was engaged to solicit strategic partners in addition to investors
- Prepared high-impact marketing materials (teasers, management presentations, and a private placement memorandum) to emphasize the broad applicability of the ACCEL platform and differentiation of Xyphos’ product pipeline
- Conducted a broad, targeted outreach campaign to 185 global and regional life-science focused VCs, family offices/high net worth individuals, corporate VCs, and institutional investors
- Conducted a comprehensive outreach campaign to 92 strategic partners with a focus on immuno-oncology focused players
- Led numerous companies and investors through a confidential due diligence process and facilitated discussions with several interested parties
- Provided strategic advice on deal structure and term sheet and final agreement negotiations
- Worked in collaboration with legal and accounting teams to drive transaction to close
- Provided a Fairness Opinion based on multiple intrinsic and extrinsic valuation methodologies
- Xyphos was successfully acquired by Astellas in December 2019
- Xyphos was acquired for $120M upfront with milestone considerations of up to $545M, the largest controllable cell therapy deal to date
- Investors in Xyphos received outsized returns from receipt of the upfront payment, and have an opportunity for additional returns through downstream payments
- Deal enables the development and subsequent commercialization of a potential best-in-class cell-therapy and bispecific platform in the hands of a market leader in oncology